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(o) Assignable Charterparty: ensure and procure that in the event of its Vessel being employed under an Assignable Charterparty: (i) execute and deliver to the Lender within fifteen (notice of such assignment addressed to the relevant charterer; (ii) ensure (on a reasonable endeavours basis) that the relevant charterer and any charter guarantor agree to acknowledge to the Lender the specific assignment of such charter and charter guarantee by executing an acknowledgement substantially in the form included in the relevant Charterparty Assignment; (iii) in the case where such charter is a demise charter, ensure (on a best effort basis) that the relevant charterer shall (1) comply with all of that Borrower’s undertakings with regard to the employment, insurances, operation, repairs and maintenance of its Vessel contained in this Agreement, the relevant Mortgage and the relevant General Assignment and (2) provide (inter alia) an assignment of its interest in the insurances of its Vessel in the form of a tripartite agreement in form and substance acceptable to the Lender, to be made between the Lender, that Borrower and such charterer; (p) No freight derivatives: not enter into or agree to enter into any freight derivatives or any other instruments which have the effect of hedging forward exposures to freight derivatives without the Lender’s consent; (q) Vessels’ inspection: permit the Lender (i) by surveyors or other persons appointed by it in its behalf to board its Vessel once per year or in case an Event of Default has occurred and is continuing at any time that the Lender might consider to be necessary or useful (but in any event without interfering with the daily operations and the ordinary trading of its Vessel) for the purpose of inspecting her condition or for the purpose of satisfying itself with regard to proposed or executed repairs and to afford all proper facilities for such inspections and (ii) at any time by financial or insurance advisors or other persons appointed by the Lender to review the operating and insurance records of its Vessel and the Owner, and each Borrower hereby duly authorises the Lender to review the insurance and operating records of that Borrower and the costs (as supported by vouchers) of any and all such inspections shall be borne by the Borrowers; 57 (r) Trading: use its Vessel only for civil merchant trading; (s) Compliance with ISM Code: procure that the Approved Commercial Manager and any Operator will: (i) will comply with and ensure that each Vessel and any Operator by no later than the Drawdown Date, as regards the Existing Vessel and the Delivery Date, as regards the New Vessel complies with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Security Period; (ii) immediately inform the Lender if there is any threatened or actual withdrawal of either Owner, the Approved Commercial Manager’s or an Operator’s DOC or the SMC in respect of either Vessel; and (iii) promptly inform the Lender upon the issue to the relevant Owner, the Approved Commercial Manager or any Operator of a DOC and to a Vessel of an SMC or the receipt by either Owner, the Approved Commercial Manager or any Operator of notification that its application for the same has been realised; (t) Compliance with ISPS Code: procure that the Approved Commercial Manager or any Operator will: (i) by no later than the Drawdown Date, as regards the Existing Vessel and the Delivery Date, as regards the New Vessel obtain and thereafter maintain at all times a valid and current ISSC in respect of the relevant Vessel; (ii) immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the relevant Vessel; and (iii) procure that the Existing Vessel by no later than the Drawdown Date, and the New Vessel by no later than the Delivery Date complies and thereafter continue complying at all times with the ISPS Code; (u) Compliance with Environmental Laws: comply with, and procure that all its Environmental Affiliates comply with, all Environmental Laws including without limitation, requirements relating to manning and establishment of financial responsibility and to obtain and comply with, and procure that all its Environmental Affiliates comply with, all Environmental Approvals and to notify the Lender forthwith: (i) of any Environmental Claim for an amount or amounts in aggregate exceeding six hundred thousand Dollars ($600,000) made against any of the Vessels, any Relevant Ship and/or their respective Owners; and (ii) upon becoming aware of any incident which may give rise to an Environmental Claim and to keep the Lender advised in writing of the relevant Owner’s response to such Environmental Claim on such regular basis and in such detail as the Lender shall require.
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Strong
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Risks, uncertainties and assumptions include factors relating to the effects of the COVID-by governments, businesses and individuals in response to the situation, the effects of which may give rise to or amplify the risks associated with many of these factors listed here; the need to manage (and reliance on) third-party suppliers, including with respect to component shortages, and the need to manage HP’s global, multi-tier distribution network, limit potential misuse of pricing programs by HP’s channel partners, adapt to new or changing marketplaces and effectively deliver HP’s services; HP’s ability to execute on its strategic plan, including the previously announced initiatives, business model changes and transformation; execution of planned structural cost reductions and productivity initiatives; HP’s ability to complete any contemplated share repurchases, other capital return programs or other strategic transactions; the competitive pressures faced by HP’s businesses; risks associated with executing HP’s strategy and business model changes and transformation; successfully innovating, developing and executing HP’s go-to-market strategy, including online, omnichannel and contractual sales, in an evolving distribution, reseller and customer landscape; the development and transition of new products and services and the enhancement of existing products and services to meet evolving customer needs and respond to emerging technological trends; successfully competing and maintaining the value proposition of HP’s products, including supplies; challenges to HP’s ability to accurately forecast inventories, demand and pricing, which may be due to HP’s multi-tiered channel, sales of HP’s products to unauthorized resellers or unauthorized resale of HP’s products or our uneven sales cycle; integration and other risks associated with business combination and investment transactions; the results of the restructuring plans, including estimates and assumptions related to the cost (including any possible disruption of HP’s business) and the anticipated benefits of the restructuring plans; the protection of HP’s intellectual property assets, including intellectual property licensed from third parties; the hiring and retention of key employees; the impact of macroeconomic and geopolitical trends and events, including the effects of inflation; risks associated with HP’s international operations; the execution and performance of contracts by HP and its suppliers, customers, clients and partners, including logistical challenges with respect to such execution and performance; changes in estimates and assumptions HP makes in connection with the preparation of its financial statements; disruptions in operations from system security risks, data protection breaches, cyberattacks, extreme weather conditions or other effects of climate change, medical epidemics or pandemics such as the COVID-19 pandemic, and other natural or manmade disasters or catastrophic events; the impact of changes to federal, state, local and foreign laws and regulations, including environmental regulations and tax laws; potential impacts, liabilities and costs from pending or potential investigations, claims and disputes; and other risks that are described herein, including but not limited to the items discussed in “Risk Factors” in Item 1A of Part I of this report and that are otherwise described or updated from time to time in HP’s other filings with the Securities and Exchange Commission (the “SEC”).
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Strong
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Our actual results may differ from information contained in these forward-looking statements for many reasons, including those described below and in the section entitled “Item (1) a future substantial deterioration in economic conditions, especially in the United States and Europe; (2) The negative impacts COVID-19 has had and will continue to have on our business, financial condition, cash flows, results of operations and supply chain, as well as customer demand; (3) the reliance of our customers on government spending, fluctuations in activity levels in the construction industry, and capital expenditures in the oil and gas industry; (4) our level of indebtedness and our ability to meet financial covenants required by our debt agreements; (5) our ability to negotiate extensions of our credit agreements and to obtain additional debt or equity financing when needed; (6) any failure on our part to maintain an effective system of internal controls; (7) the cyclical nature of the markets we operate in; (8) an increase in interest rates; (9) our increasingly international operations expose us to additional risks and challenges associated with conducting business internationally, including currency exchange risks; (10) difficulties in implementing new systems, integrating acquired businesses, managing anticipated growth, and responding to technological change; (11) the availability of the third-party financing that some of our customers rely on to purchase our products; (12) our operations are in a highly competitive industry and the Company is particularly subject to the risks of such competition; (13) our dependency upon third-party suppliers makes us vulnerable to supply shortages; (14) price increases in materials could reduce our profitability; (15) the Company faces product liability claims and other liabilities due to the nature of its business; (16) the Company’s success depends upon the continued protections of its trademarks and the Company may be forced to incur substantial costs to maintain, defend, protect and enforce its intellectual property rights; (17) the volatility of our stock price; (18) our ability to access the capital markets to raise funds and provide liquidity; (19) the willingness of our shareholders and directors to approve mergers, acquisitions, and other business transactions; (20) compliance with changing laws and regulations; (21) a substantial portion of our revenues are attributed to a limited number of customers which may decrease or cease purchasing at any time; 2 (22) a disruption or breach in our information technology systems; (23) our reliance on the management and leadership skills of our senior executives; (24) impairment in the carrying value of goodwill and/or other intangible assets could negatively affect our operating results; (25) certain provisions of the Michigan Business Corporation Act and the Company’s Articles of Incorporation, as amended, Amended and Restated Bylaws, and the Company’s Preferred Stock Purchase Rights may discourage or prevent a change in control of the Company; (26) the cost of compliance with Section 404 of the Sarbanes-Oxley Act of 2002; and (27) other factors.
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Strong
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imposition or reassessment of, or changes to, taxes, fees, royalties, duties, and other government-imposed compliance costs; changes to laws and government policies that could impact the company’s business, including environmental (including climate change), royalty and tax laws and policies; the ability and willingness of parties with whom Suncor has material relationships to perform their obligations to the company; the unavailability of, or outages to, third-party infrastructure that could cause disruptions to production or prevent the company from being able to transport its products; the occurrence of a protracted operational outage, a major safety or environmental incident, or unexpected events such as fires (including forest fires), equipment failures and other similar events affecting Suncor or other parties whose operations or assets directly or indirectly affect Suncor; the potential for security breaches of Suncor’s information technology and infrastructure by malicious persons or entities, and the unavailability or failure of such systems to perform as anticipated as a result of such breaches; security threats and terrorist or activist activities; the risk that competing business objectives may exceed Suncor’s capacity to adopt and implement change; risks and uncertainties associated with obtaining regulatory, third-party and stakeholder approvals outside of Suncor’s control for the company’s operations, projects, initiatives and exploration and development activities and the satisfaction of any conditions to approvals; the potential for disruptions to operations and construction projects as a result of Suncor’s relationships with labour unions that represent employees at the company’s facilities; our ability to find new oil and gas reserves that can be developed economically; the accuracy of Suncor’s reserves, resources and future production estimates; market instability affecting Suncor’s ability to borrow in the capital debt markets at acceptable rates or to issue other securities at acceptable prices; maintaining an optimal debt-to-cash-flow ratio; the success of the company’s marketing and logistics activities using derivatives and other financial instruments; the cost of compliance with current and future environmental laws, including climate change laws; risks relating to increased activism and public opposition to fossil fuels and oil sands; risks and uncertainties associated with closing a transaction for the purchase or sale of a business, asset or oil and gas property, including estimates of the final consideration to be paid or received, the ability of counterparties to comply with their obligations in a timely manner; risks associated with joint arrangements in which the company has an interest; risks associated with land claims and Aboriginal consultation requirements; the risk the company may be subject to litigation; the impact of technology and risks associated with developing and implementing new technologies; and the accuracy of cost estimates, some of which are provided at the conceptual or other preliminary stage of projects and prior to commencement or conception of the detailed engineering that is needed to reduce the margin of error and increase the level of accuracy.
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Strong
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factors specific to HSBC, including our success in adequately identifying the risks we face, such as the incidence of loan losses or delinquency, and managing those risks (through account management, hedging and other techniques); our ability to achieve our financial, investment, capital and ESG targets, commitments and ambitions (including with respect to the commitments set forth in our thermal coal phase-out policy and our targets to reduce our on-balance sheet financed emissions in the oil and gas and power and utilities sectors), which may result in our failure to achieve any of the expected benefits of our strategic priorities; model limitations or failure, including, without limitation, the impact that the consequences of the Covid-usage of financial models, which may require us to hold additional capital, incur losses and/or use compensating controls, such as judgemental post model adjustments, to address model limitations; changes to the judgements, estimates and assumptions we base our financial statements on; changes in our ability to meet the requirements of regulatory stress tests; a reduction in the credit ratings assigned to us or any of our subsidiaries, which could increase the cost or decrease the availability of our funding and affect our liquidity position and net interest margin; changes to the reliability and security of our data management, data privacy, information and technology infrastructure, including threats from cyber-attacks, which may impact our ability to service clients and may result in financial loss, business disruption and/ or loss of customer services and data; changes in insurance customer behaviour and insurance claim rates; our dependence on loan payments and dividends from subsidiaries to meet our obligations; changes in accounting standards, including the implementation of IFRS 17 ‘Insurance Contracts’, which may have a material impact on the way we prepare our financial statements and (with respect to IFRS 17) may negatively affect the profitability of HSBC’s insurance business; changes in our ability to manage third-party, fraud and reputational risks inherent in our operations; employee misconduct, which may result in regulatory sanctions and/or reputational or financial harm; changes in skill requirements, ways of working and talent shortages, which may affect our ability to recruit and retain senior management and diverse and skilled personnel; and changes in our ability to develop sustainable finance and climate-related products consistent with the evolving expectations of our regulators, and our capacity to measure the climate impact from our financing activity (including as a result of data limitations and changes in methodologies), which may affect our ability to achieve our climate ambition, our targets to reduce financed emissions in our oil and gas and power and utilities portfolio and the commitments set forth in our thermal coal phase-out policy, and increase the risk of greenwashing.
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Strong
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These forward-looking statements are based on the beliefs of management, as well as assumptions and estimates based on information available to us as of the dates such assumptions and estimates are made, and are subject to certain risks and uncertainties, that could cause actual results to differ materially from those anticipated, including: (i) factors that adversely affect the commercial aviation industry; (ii) the continued impact of the COVID-and our and our customers’ ability to source parts and components; (iii) a reduction in the level of sales to the branches, agencies and departments of the U.S. government and their contractors (which were 44.7% of total sales in FY 2021); (iv) non-compliance with laws and regulations relating to the formation, administration and performance of our U.S. government contracts; (v) cost overruns and losses on fixed-price contracts; (vi) nonperformance by subcontractors or suppliers; (vii) changes in or non-compliance with laws and regulations that may affect certain of our aviation and government and defense related activities that are subject to licensing, certification and other regulatory requirements imposed by the FAA, the U.S. State Department and other regulatory agencies, both domestic and foreign; (viii) a reduction in outsourcing of maintenance activity by airlines; (ix) a shortage of the skilled personnel on whom we depend to operate our business, or work stoppages; (x) competition from other companies, including original equipment manufacturers, some of which have greater financial resources than we do; (xi) financial and operational risks arising as a result of operating internationally; (xii) inability to integrate acquisitions effectively and execute our operational and financial plan related to the acquisitions; (xiii) inability to recover our costs due to fluctuations in market values for aviation products and equipment caused by various factors, including reductions in air travel, airline bankruptcies, consolidations and fleet reductions; (xiv) asset impairment charges that may be required to recognize to reflect the non-recoverability of our assets or lowered expectations regarding businesses we have acquired; (xv) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xvi) non-compliance with restrictive and financial covenants contained in certain of our loan agreements and government funding received under the CARES Act; (xvii) restrictions on paying, or failure to maintain or pay, dividends; (xviii) exposure to product liability and property claims that may be in excess of our liability insurance coverage; (xix) threats to our systems technology from equipment failures, cyber and other security breaches or other disruptions; (xx) the costs of compliance, and liability for non-compliance, with environmental regulations, including future requirements regarding climate change; and (xxi) a need to make significant capital expenditures to keep pace with technological developments in our industry.
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Strong
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; (k) Liens arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, compensation arrangements, supplemental retirement plans arising out of pledges or deposits under worker’s compensation laws, unemployment insurance, compensation arrangements, supplemental retirement plans or other social security or similar legislation; (l) Liens constituting attachment, judgment and other similar Liens arising in connection with court proceedings to the extent not constituting an Event of Default under Section (m) Liens created in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof (whether accrued or not), rights or claims against an insurer or other similar asset securing insurance premium financings; (n) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; (o) Liens in the nature of rights of setoff, bankers’ liens, revocation, refund, chargeback, counterclaim, netting of cash amounts or similar rights as to deposit accounts, commodity accounts or securities accounts or other funds maintained with a credit or depository institution; (p) Liens consisting of pledges of industrial development, pollution control or similar revenue bonds in connection with the remarketing of such bonds; (q) Liens created under Section 2.20 and similar cash collateralization obligations relating to defaulting lenders and remedies upon default; (r) Liens resulting from any restriction on any Equity Interest (or project interest, interests in any energy facility (including undivided interests)) of a Person providing for a breach, termination or default under any owners, participation, shared facility, joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of Equity Interests (or project interest, interests in any energy facility (including undivided interests)) of such Person, to the extent a security interest or other Lien is created on any such interest as a result thereof; (s) Liens granted on cash or cash equivalents to defease or repay Indebtedness of the Borrower no later than 60 days after the creation of such Lien; (t) Liens created in connection with sales, transfers, leases, assignment or other conveyances or Dispositions of assets, including (A) Liens on assets or securities granted or deemed to arise in connection with and as a result of the execution, delivery or performance of contracts to purchase or sell such assets or securities, and (B) rights of first refusal, options or other contractual rights or obligations to sell, assign or otherwise dispose of any interest therein; (u) Liens created under the Mortgage and “permitted liens” as defined in the Mortgage as in effect on the date hereof.
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Strong
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In furtherance and not in limitation of the foregoing, and notwithstanding anything contained in this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or otherwise to the contrary, each party hereto covenants, agrees and acknowledges, on behalf of itself and the Company Related Parties and Parent Related Parties, as applicable, that no recourse under this Agreement, any other Transaction Document or any other document or certificate referenced herein or therein or in connection with any transactions contemplated hereby or thereby (including the Financing) shall be sought or had against any other Person, including any Parent Related Party or Company Related Party, and no other Person, including any Parent Related Party or Company Related Party, shall have any liabilities or obligations (whether in Contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any claims, causes of action, obligations or Liabilities arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), it being expressly agreed and acknowledged that no Liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any of the aforementioned, as such, arising under, out of, in connection with or related to the items in the immediately preceding clauses (i) through (iv), in each case, except for claims that (to the following clauses (x) and (y), in all respects to the limitations set forth in Section 7.2, Section 7.3, Section 9.11 and this Section 9.17) (w) against any person that is party to, and solely pursuant to the terms and conditions of, the Confidentiality Agreement, (x) against each Guarantor, solely in accordance with, and pursuant to the terms and conditions of, the Guaranty, (y) against the equity financing sources under the Equity Commitment Letter for specific performance of the obligation of such equity financing sources to fund their respective commitments under the Equity Commitment Letter, solely in accordance with, and pursuant to the terms and conditions of, the Equity Commitment Letter, or (z) against the Company, Parent and Merger Sub solely in accordance with, and pursuant to the terms and conditions of, this Agreement, (2) Parent and its affiliates may assert against the Debt Financing Sources pursuant to the terms and conditions of the Debt Financing and (3) any Guarantor or equity financing source may assert pursuant to the terms and conditions of the Guaranty and the Equity Commitment Letter, as applicable.
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Strong
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Our ability to expand through acquisitions requires us to identify, finance and complete acquisitions or investment opportunities that are compatible with our growth strategy and to successfully finance and integrate newly acquired properties into our portfolio, which may be constrained by the following significant risks: we face competition from other real estate investors, some of which have greater economies of scale, lower costs of capital, access to more financial resources and greater name recognition than we do, a greater ability to borrow funds and the ability to accept more risk than we can prudently manage, which may significantly reduce our acquisition volume or increase the purchase price for property we acquire, which could reduce our growth prospects; we may be unable to locate properties that will produce a sufficient spread between our cost of capital and the lease rate we can obtain from a tenant, in which case our ability to profitably grow our company will decrease; we may fail to have sufficient capital resources to complete acquisitions or our cost of capital could increase; we may incur significant costs and divert management attention in connection with evaluating and negotiating potential acquisitions, including ones that we are subsequently unable to complete; we may acquire properties that are not accretive to our results upon acquisition; our cash flow from an acquired property may be insufficient to meet our required principal and interest payments with respect to debt used to finance the acquisition of such property; we may discover unexpected items, such as unknown liabilities, during our due diligence investigation of a potential acquisition or other customary closing conditions may not be satisfied, causing us to abandon an investment opportunity after incurring expenses related thereto; we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties; we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities, such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties, liabilities incurred in the ordinary course of business and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties; we may obtain only limited warranties when we acquire a property, including properties purchased in “as is” condition on a “where is” basis and “with all faults,” without warranties of merchantability or fitness for a particular purpose and pursuant to purchase agreements that contain only limited warranties, representations and indemnifications that survive for only a limited period after the closing.
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Strong
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Important factors that could cause actual results to differ materially from expectations include but are not limited to: general business and economic conditions (including but not limited to the performance, volatility and correlation of equity markets, interest rates, credit and swap spreads, currency rates, investment losses and defaults, market liquidity and creditworthiness of guarantors, reinsurers and counterparties); the ongoing prevalence of COVID-including any variants, as well as actions that have been, or may be taken by governmental authorities in response to COVID-19, including the impacts of any variants; changes in laws and regulations; changes in accounting standards applicable in any of the territories in which we operate; changes in regulatory capital requirements; our ability to execute strategic plans and changes to strategic plans; downgrades in our financial strength or credit ratings; our ability to maintain our reputation; impairments of goodwill or intangible assets or the establishment of provisions against future tax assets; the accuracy of estimates relating to morbidity, mortality and policyholder behaviour; the accuracy of other estimates used in applying accounting policies, actuarial methods and embedded value methods; our ability to implement effective hedging strategies and unforeseen consequences arising from such strategies; our ability to source appropriate assets to back our long-dated liabilities; level of competition and consolidation; our ability to market and distribute products through current and future distribution channels; unforeseen liabilities or asset impairments arising from acquisitions and dispositions of businesses; the realization of losses arising from the sale of investments classified as available-for-sale; our liquidity, including the availability of financing to satisfy existing financial liabilities on expected maturity dates when required; obligations to pledge additional collateral; the availability of letters of credit to provide capital management flexibility; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; the availability, affordability and adequacy of reinsurance; legal and regulatory proceedings, including tax audits, tax litigation or similar proceedings; our ability to adapt products and services to the changing market; our ability to attract and retain key executives, employees and agents; the appropriate use and interpretation of complex models or deficiencies in models used; political, legal, operational and other risks associated with our non-North American operations; acquisitions and our ability to complete acquisitions including the availability of equity and debt financing for this purpose; the disruption of or changes to key elements of the Company’s or public infrastructure systems; environmental concerns; our ability to protect our intellectual property and exposure to claims of infringement; and our inability to withdraw cash from subsidiaries.
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Strong
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Given the nature, scale, and scope of the above-described events we are not able to identify all potential risks to our business, however, we believe that the well-known impacts described above, and other potential impacts include, but are not limited to, the following: • Disruption to our supply chain for materials essential to our business, including restrictions on importing and exporting products and inflationary pressure; • Customers may attempt to cancel or delay projects or may attempt to invoke force majeure clauses in certain contracts resulting in a decreased on delayed demand for our products and services; • Customers may also seek to delay payments, may default on payment obligations and/or seek bankruptcy protection that could delay or prevent collections of certain accounts receivable; • A credit rating downgrade of our corporate debt and potentially higher borrowing costs in the future; • A need to preserve liquidity; • Reduction of our global workforce to adjust to market conditions, including severance payments, retention issues, and an inability to hire employees as market conditions improve; • Liabilities resulting from operational delays due to decreased productivity resulting from stay-at-home orders affecting its work force or facility closures resulting from the COVID-• Cyber security issues, as digital technologies may become more vulnerable and experience a higher rate of cyber-attacks in the current environment of remote connectivity; • Liabilities resulting from an inability to perform services due to limited manpower availability or an inability to travel to perform the services; • Other contractual or other legal claims from our customers resulting from the COVID-19 pandemic; • Costs associated with rationalization of our portfolio of real estate facilities, including possible exit of leases and facility closures to align with expected activity and workforce capacity; • Additional asset impairments, including an impairment of the carrying value of our goodwill, along with other accounting charges as demand for our services and products decreases; • A structural shift in the global economy and its demand for oil and gas as a result of changes in the way people work, travel, and interact, or in connection with a global recession or depression; and • Infections and quarantining of our employees and the personnel of our customers, suppliers and other third parties.
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Strong
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The Holder acknowledges and agrees on behalf of itself and each of the Holder’s trustees, beneficiaries, directors, officers, managers, employees, Affiliates, Subsidiaries, stockholders, members, partners, agents, representatives, heirs, executors, administrators, estate, predecessors, successors and assigns (each, a “Holder Releasing Party”), that each Holder Releasing Party hereby unconditionally, irrevocably and forever releases, acquits and discharges Quellis, the First Step Surviving Company, the Surviving Company and the Company (each a “Company Beneficiary”) and each of such Company Beneficiary’s respective current and former directors, officers, managers, employees, representatives, agents, members, stockholders, parents, Affiliates, Subsidiaries, predecessors, successors, and assigns (each, a “Company Released Party” and collectively, the “Company Released Parties”) from any and all rights, actions, causes of action, lawsuits, claims, controversies, demands, liabilities, obligations, losses and damages (including reasonable attorneys’ fees and costs incurred or to be incurred) (collectively, “Claims”) that arise out of or are related to the conduct, management or operation of the business and affairs of Quellis, or any act, omission, event, or occurrence relating to (x) Quellis, (y) the Holder’s ownership of the Original Warrant, or (z) any rights or interests in any other securities of Quellis (including any options to acquire capital stock of Quellis), in law or in equity, known or unknown, suspected or unsuspected, matured or unmatured, contingent or vested, of any kind or nature or description whatsoever, from the beginning of time to the First Effective Time, that any Holder Releasing Party had, presently has or may hereafter have or claim or assert to have against any Company Released Party, including with respect to the treatment of the Original Warrant in the Merger and/or any breach of fiduciary duty in connection with the approval of the Merger Agreement and the transactions contemplated thereby that the Holder Releasing Party may have against the Company Released Parties; provided, however, that such release shall not apply to (a) claims which may not be waived as a matter of law, or (b) any rights of any Holder Releasing Party under (Agreement (including this Warrant) or (3) any indemnification or exculpation provisions set forth in the certificate of incorporation or bylaws of Quellis or any indemnification agreement disclosed in the Company Disclosure Letter.
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Strong
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(cash and cash management investments, (b) inventory and other assets acquired and held for resale in the ordinary course of business, (c) damaged, worn out or obsolete assets, (d) rights granted to others pursuant to leases or licenses, or (e) any property, rights or assets upon expiration in accordance with the terms of any concession; (3) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof; (4) a transaction covered by Article 5 or any disposition that constitutes a Change of Control; (5) a Restricted Payment permitted under Section 4.08 or a Permitted Investment; (6) the issuance of Disqualified or Preferred Stock pursuant to Section 4.07; (7) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims; (8) the licensing or sub-licensing of intellectual property or other general intangibles in the ordinary course of business; (9) the farm-out pursuant to a Farm-Out Agreement, lease or sub-lease of developed or undeveloped crude oil or natural gas properties owned or held by the Issuer or any Restricted Subsidiary in exchange for crude oil and natural gas properties owned or held by another Person; (10) any Production Payments and Reserve Sales; provided that all such Production Payments and Reserve Sales (other than incentive compensation programs on terms that are reasonably customary in the Oil and Gas Business for geologists, geophysicists and other providers of technical services) will have been created, incurred, issued, assumed or Guaranteed in connection with the financing of, and within 60 days after the acquisition of, the oil and gas properties that are subject thereto; (11) the sale or other disposition (regardless of whether in the ordinary course of business) of oil and gas properties; provided that, at the time of such sale or other disposition, such properties do not have attributed to them any proved or possible reserves; and (12) any disposition in a transaction or series of related transactions of assets with a fair market value of less than US$20.0 million (or the equivalent in other currencies).
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Strong
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Strategic, legal and planning risks include political risks associated with the Company’s operations in Turkey, United States and Canada; resource nationalism; reliance on cash flow from its subsidiaries; the impact of changes in, or more aggressive enforcement of laws, regulations and government practices including with respect to the environment; risk of failure of Centerra or its operations to comply with such laws, regulations or government practices and the potentially significant consequences thereof, including potential fines and penalties, loss of permits, interruptions or cessation of operations and loss of reputation; impact of community activism on laws and regulations; increases in contributory demands or business interruption; delays or refusals to grant required permits and licenses; status of the Company’s relationships with local communities; Indigenous claims and consultation issues relating to the Company’s properties which are in proximity to Indigenous communities; disputes with the Kyrgyz Republic relating to the Kumtor Mine; the risks related to outstanding litigation affecting the Company; the impact of any sanctions imposed by Canada, the United States or other jurisdictions against various Turkish individuals and entities; potential defects of title in the Company’s properties that are not known as of the date hereof; the inability of the Company and its subsidiaries to enforce their legal rights in certain circumstances; the presence of a significant shareholder that is a state-owned company of the Kyrgyz Republic; conflicts of interest among its board members; risks related to anti-corruption legislation; Centerra’s future exploration and development activities not being successful; Centerra not being able to replace mineral reserves and resources; risks related to mineral reserves and resources being imprecise; production and cost estimates may be inaccurate; reputational risks, particularly in light of the increase in social media; inability to identify new opportunities and to grow the business; large fluctuations in the Company’s trading price that are beyond the Company’s control or ability to predict and mitigate; potential risks related to kidnapping or acts of terrorism.
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Strong
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In this Annual Report, statements relating to the impact of new accounting standards, future tax rates, expenses, and deductions, expected freight demand, capacity, and volumes, potential results of a default under our Credit Facility or other debt agreements, expected sources of working capital and liquidity (including our mix of debt, finance leases, and operating leases as means of financing revenue equipment), as well as the adequacy of working capital and liquidity, expected capital expenditures, expected fleet age and mix of owned versus leased equipment, expected impact of technology, including our strategic initiatives, our ability to profitably scale and achieve operational efficiencies in Variant, as well as our Brokerage segment, future performance of our Dedicated division, including pricing and margins, future customer relationships, future utilization of independent contractors, future fluctuations in purchased transportation expense and fuel surcharge reimbursement, future driver market conditions and driver turnover and retention rates, any projections of earnings, revenues, cash flows, dividends, capital expenditures, operating ratio, margins, or other financial items, expected cash flows, expected operating improvements, any statements regarding future economic conditions or performance, any statement of plans, strategies, programs and objectives of management for future operations, including the anticipated impact of such plans, strategies, programs and objectives, future rates and prices, future utilization, future depreciation and amortization, future salaries, wages, and related expenses, including driver compensation, future insurance and claims expense, future fluctuations in fuel costs and fuel surcharge revenue, including the future effectiveness of our fuel surcharge program, strategies for managing fuel costs, political conditions, legislation, and regulations, future fleet size and management, including allocation of trucks among Variant, Dedicated and legacy Over-the-Road, future shortages and pricing of new revenue equipment, any statements concerning proposed acquisition plans, new services or developments, the anticipated impact of legal proceedings on our financial position and results of operations, the future impact and the anticipated effect of the COVID-business and results of operations, among others, are forward-looking statements.
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Strong
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For us, these risks and uncertainties include, among others: � failing to maintain and protect our brand, independence, and reputation; � liability related to cybersecurity and the protection of confidential information, including personal information about individuals; � liability for any losses that result from an actual or claimed breach of our fiduciary duties or failure to comply with applicable securities laws; � compliance failures, regulatory action, or changes in laws applicable to our credit ratings operations, or our investment advisory, ESG, and index businesses; � failing to respond to technological change, keep pace with new technology developments, or adopt a successful technology strategy; � the failure to recruit, develop, and retain qualified employees; � inadequacy of our operational risk management and business continuity programs in the event of a material disruptive event, including an outage of our database, technology-based products and services or network facilities; � failing to differentiate our products and services and continuously create innovative, proprietary, and insightful financial technology solutions; � prolonged volatility or downturns affecting the financial sector, global financial markets, and global economy and its effect on our revenue from asset-based fees and credit ratings business; � failing to maintain growth across our businesses in today’s fragmented geopolitical, regulatory and cultural world; � liability relating to the information and data we collect, store, use, create, and distribute or the reports that we publish or are produced by our software products; � the failure of acquisitions and other investments to be efficiently integrated and produce the results we anticipate; � the impact of the current COVID- and results of operations; � challenges faced by our non-U.S. operations, including the concentration of data and development work at our offshore facilities in China and India; � our indebtedness could adversely affect our cash flows and financial flexibility; and � the failure to protect our intellectual property rights or claims of intellectual property infringement against us.
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Strong
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• federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payors that are false or fraudulent; • the federal Health Insurance Portability and Accountability Act of defraud any healthcare benefit program and making false statements relating to healthcare matters; • the federal transparency laws, including the federal Physician Payment Sunshine Act, that requires drug manufacturers to disclose information related to payments and other transfers of value provided to covered recipients, including physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician healthcare professionals (such as physician assistants and nurse practitioners, among others) and teaching hospitals, as well as information regarding ownership and investment interest held by such physicians and their immediate family members; 22 • HIPAA, as amended by the Health Information Technology and Clinical Health Act, or HITECH, and its implementing regulations, which imposes certain requirements relating to the privacy, security and transmission of individually identifiable health information; and • State law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
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Strong
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The Company's estimates of the JV's resources and reserves may be subject to revision based on various factors, some of which are beyond the Company's control, for example due to natural variations in geological structures and future gold price fluctuations; risks inherent in mineral project operation and development, especially given that the Company does not have a controlling interest in the AGM and because the AGM operates in a developing economy, such risks including the risk of cost overruns, the inherent uncertainty of pre-feasibility and feasibility studies and the actual performance of production and recovery equipment deviating from expectations; risks related to operating in a developing economy including, but not limited to, uncertainties related to the legal, taxation and royalty regimes, the recovery of value-added taxes, security of the title/tenure regime, unfavourable labour laws, foreign ownership restrictions, foreign exchange and capital repatriation restrictions, indigenous population concerns and export regulations; operational risks associated with mining and mineral processing including experiencing lower grades than estimated, lower metal recovery than projected, lower metals prices than anticipated, unavailability of power and energy and health, safety and environmental risks; development and operational risks that may result in financial losses and the need to seek additional capital which may result in dilution to shareholders or the application of funds to debt repayment; general mining risks including environmental liability claims, risks of accidents, unexpected ground conditions, and other risks for which insurance may not be available or affordable; other mining risks which affect all companies in the industry to various degrees including the impact and cost of compliance with environmental regulations, actions of groups opposed to mining, adverse changes in mining and reclamation laws and compliance with increasingly complex worker health and safety rules; and the risk factors described under the heading "Risk Factors" in, or incorporated by reference in, this AIF.
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Strong
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expectations regarding the purchase price for the Kentucky Power Transaction and the expected financing thereof; the anticipated benefits of the Kentucky Power Transaction, including the impact of the Kentucky Power Transaction on the Corporation’s business, operations, financial condition, cash flows and results of operations; expectations regarding the Corporation’s and Kentucky Power’s (as defined herein) rate base; business mix and sustainability objectives following completion of the Kentucky Power Transaction; expectations regarding the timing for the transfer or retirement (for rate-making purposes in Kentucky) of the Mitchell Plant (as defined herein); expectations regarding cost recovery of amounts incurred by Empire in connection with the Midwest Extreme Weather Event (as defined herein) and retirement of the Asbury coal plant; expectations regarding the Company's corporate development activities and the results thereof, including the expected business mix between the Regulated Services Group and Renewable Energy Group; expectations regarding regulatory hearings, motions, filings, appeals and approvals, including rate reviews, and the impacts and outcomes thereof; expected future generation of the Company’s energy facilities; expected timing for signing a General Interconnection Agreement at the Neosho Ridge Wind Facility; statements regarding the Company’s sustainability and environmental, social and governance goals, including its net-zero by impacts; expectations regarding future "greening the fleet" initiatives, including with respect to Kentucky Power; expectations regarding opportunities for the development of renewable natural gas facilities and cost recovery thereof; expectations regarding generation availability, capacity and production; expectations regarding the outcome of existing or potential legal and contractual claims and disputes; strategy and goals; dividends to shareholders; expectations regarding the impact of tax reforms; credit ratings and equity credit from rating agencies; anticipated customer benefits; the future impact on the Company of actual or proposed laws, regulations and rules; accounting estimates; interest rates and currency exchange rates.
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Strong
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Examples of such risk factors include the economic, financial, and other impacts of pandemics, including the COVID-business and economic conditions in the regions in which the Bank operates; geopolitical risk; the ability of the Bank to execute on long-term strategies and shorter-term key strategic priorities, including the successful completion of acquisitions and dispositions, business retention plans, and strategic plans; technology and cyber security risk (including cyber-attacks or data security breaches) on the Bank’s information technology, internet, network access or other voice or data communications systems or services; model risk; fraud activity; the failure of third parties to comply with their obligations to the Bank or its affiliates, including relating to the care and control of information, and other risks arising from the Bank’s use of third-party service providers; the impact of new and changes to, or application of, current laws and regulations, including without limitation tax laws, capital guidelines and liquidity regulatory guidance and the bank recapitalization “bail-in” regime; regulatory oversight and compliance risk; increased competition from incumbents and new entrants (including Fintechs and big technology competitors); shifts in consumer attitudes and disruptive technology; exposure related to significant litigation and regulatory matters; ability of the Bank to attract, develop, and retain key talent; changes to the Bank’s credit ratings; changes in currency and interest rates (including the possibility of negative interest rates); increased funding costs and market volatility due to market illiquidity and competition for funding; Interbank Offered Rate (IBOR) transition risk; critical accounting estimates and changes to accounting standards, policies, and methods used by the Bank; existing and potential international debt crises; environmental and social risk (including climate change); and the occurrence of natural and unnatural catastrophic events and claims resulting from such events.
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Strong
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102-2 Activities, brands, products and services 6–8, 10–11, 28–29, 37 102-3 Location of headquarters 6, Back cover 102-4 Location of operations 6–7 102-5 Ownership and legal form 6 102-6 Markets served 6–7 102-7 Scale of the organisation 7 102-8 Information on employees and other workers 40 6 X 102-9 Supply chain 39 102-10 Signifcant changes to the organisation and its supply chain 39 102-11 Precautionary Principle or approach 16 7 102-12 External initiatives 35–36 102-13 Memberships of associations 36 102-14 Statement from most senior decision-maker 4–5 102-16 Values, principles, standards, and norms of behavior 6–8, 13, 18, 20–21 10 102-17*) Mechanisms for advice and concerns about ethics 6, 10, 18 102-18 Governance structure 13 102-20*) Executive-level responsibility for economic, environmental and social topics 10, 12–13 102-26*) Role of highest governance body in setting purpose, values, and strategy 8, 10, 12–13 102-30*) Efectiveness of risk management processes 6, 8, 10, 12–14 102-32*) Highest governance body’s role in sustainability reporting 13 102-40 List of stakeholder groups 32 102-41 Collective bargaining agreements 40 3 102-42 Identifying and selecting stakeholders 32 102-43 Approach to stakeholder engagement 32 102-44 Key topics and concerns raised 32 102-45 Entities included in the consolidated fnancial statements 31 102-46 Defning report content and topic Boundries 31–34 102-47 List of material topics 33–34 102-48 Restatements of information 31, 37 102-49 Changes in reporting 31 102-50 Reporting period 31 102-51 Date of most recent report 31 102-52 Reporting cycle 31 102-53 Contact point for questions regarding the report Inside front cover 102-54 Claims of reporting in accordance with the GRI Standards 44 102-55 GRI content index 44–48 102-56 External assurance 50 *) Not required for Core option.
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Strong
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Certain statements made in this Annual Report to Shareholders, constitute forward-looking information for the purposes of applicable securities laws (“forward-looking statements”), including, but not limited to: statements in the “Trends / Business Outlook” section and statements regarding our expectations concerning future revenues and earnings, including potential variances from period to period; our expectations regarding the cyclical nature of our business; mix of revenues and potential variances from period to period; our plans to focus on generating services revenues yet to continue to allow customers to elect to license technology in lieu of subscribing to services; our expectations on losses of revenues and customers; our baseline calibration; our ability to keep our operating expenses at a level below our baseline revenues; our future business plans and business planning process; allocation of purchase price for completed acquisitions; our expectations regarding future restructuring charges and cost-reduction activities; expenses, including amortization of intangible assets and stock-based compensation; goodwill impairment tests and the possibility of future impairment adjustments; capital expenditures; acquisition related costs; our liability with respect to various claims and suits arising in the ordinary course; any commitments referred to in the “Commitments, Contingencies and Guarantees” section of this MD&A; our intention to actively explore future business combinations and other strategic transactions; our liability under indemnification obligations; our reinvestment of earnings of subsidiaries back into such subsidiaries; our dividend policy; the sufficiency of capital to meet working capital, capital expenditure, debt repayment requirements and our anticipated growth strategy; our ability to raise capital; our adoption of certain accounting standards; and other matters related to the foregoing.
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Strong
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Each Party, for itself and its past and present Affiliates and its and their respective successors and assigns, and the officers, directors, employees, shareholders, members and other equity owners of each of the foregoing (collectively, the “Releasors”), hereby irrevocably waives, relinquishes, and fully and forever releases and discharges the other Party, and its past and present Affiliates and its and their respective successors and assigns, and the officers, directors, employees, shareholders, members and other equity owners and licensees and agents of each of the foregoing (collectively, the “Released Parties”), from any and all past, existing or future potential actions, claims, liabilities, rights, demands, suits, matters, liens, obligations, damages, losses, remedies of any kind, and causes of action of every nature and description, kind, or character that could have been, or can now or hereafter be asserted, whether known or unknown, foreseeable or unforeseeable, and whether arising at common law, including breach of contract, breach of the implied covenant of good faith and fair dealing, fraud or negligent misrepresentation, in equity, or under or by virtue of any local, state or federal statute, order or regulation, or otherwise, and whether filed in a federal or state court, in an arbitration proceeding, administratively, or otherwise, that the Releasors ever had, could have had, now have or hereafter in the future can, shall, or may have against any Released Parties, for, upon, by reason of, or related to or arising from the Co-Promotion Agreement, the transactions contemplated thereby, or the termination or expiration thereof.
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Strong
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(p) “Environmental Liabilities” means all past, present and future Losses and Liabilities, Claims and other duties and obligations, whether arising under contract, Applicable Law or otherwise, arising from, relating to or associated with: (i) Abandonment and Reclamation Obligations; (ii) any damage, pollution, contamination or other adverse situations pertaining to the environment howsoever and by whomsoever caused and regardless of whether such damage, pollution, contamination or other adverse situations occur or arise in whole or in part prior to, at or subsequent to the date of this Agreement; (iii) the presence, storage, use, holding, collection, accumulation, assessment, generation, manufacture, processing, treatment, stabilization, disposition, handling, transportation, release, emission or discharge of Petroleum Substances, oilfield wastes, water, hazardous substances, environmental contaminants and all other substances and materials regulated under any Applicable Law, including any forms of energy, or any corrosion to or deterioration of any structures or other property; (iv) compliance with or the consequences of any non-compliance with, or violation or breach of, any Applicable Law pertaining to the environment or to the protection of the environment; (v) sampling, monitoring or assessing the environment or any potential impacts thereon from any past, present or future activities or operations; or (vi) the protection, reclamation, remediation or restoration of the environment; that relate to or arise by virtue of the Assets or the ownership thereof or any past, present or future operations and activities conducted in connection with the Assets or on or in respect of the Lands or any lands pooled or unitized therewith.
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Strong
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In consideration of the agreements of Agent and each Lender contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Parent, each on behalf of itself and its successors, assigns, and other legal representatives, hereby fully, absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and each Lender, and its successors and assigns, and its present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, Lenders and all such other persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower and Parent, or any of their successors, assigns, or other legal representatives may now own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with, the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.
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Strong
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By its nature, CP’s forward-looking information involves numerous assumptions, inherent risks and uncertainties that could cause actual results to differ materially from the forward-looking information, including but not limited to the following factors: changes in business strategies, general North American and global economic, credit and business conditions; risks associated with agricultural production, such as weather conditions and insect populations; the availability and price of energy commodities; the effects of competition and pricing pressures; industry capacity; shifts in market demand; changes in commodity prices; uncertainty surrounding timing and volumes of commodities being shipped via CP; inflation; changes in laws, regulations and government policies, including regulation of rates; changes in taxes and tax rates; potential increases in maintenance and operating costs; risks associated with potential acquisitions, including the satisfaction of closing conditions; changes in fuel prices, uncertainties of investigations, proceedings or other types of claims and litigation; labour disputes; risks and liabilities arising from derailments; transportation of dangerous goods; timing of completion of capital and maintenance projects; currency and interest rate fluctuations; effects of changes in market conditions and discount rates on the financial position of pension plans and investments; trade restrictions or other changes to international trade arrangements; climate change; and various events that could disrupt operations, including severe weather, such as droughts, floods, avalanches and earthquakes, and cybersecurity attacks, as well as security threats and governmental response to them, and technological changes.
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Strong
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In this Annual Report, statements relating to expected sources of working capital, liquidity and funds for meeting equipment purchase obligations, expected capital expenditures and incurrence of debt, operating ratio goals, anticipated revenue equipment sales and purchases, including revenue equipment gains, the used equipment market, and the availability of revenue equipment, future trucking capacity, expected freight demand and volumes, future rates and prices, future growth and acquisitions, our ability to attract and retain drivers, future driver compensation, including possible driver compensation increases, future customer relationships, future depreciation and amortization, future asset utilization, expected tractor and trailer count, expected fleet age, future driver market, expected independent contractor usage, including the classification of our independent contractors, planned allocation of capital, future equipment costs, future income taxes, future insurance and claims expense, the impact of changes in interest rates and tire prices, future growth, future safety performance, expected regulatory action and the impact of regulatory changes, future compliance with law, future litigation and our potential exposure for pending legal proceedings, future goodwill impairment, future inflation, future share prices, dividends, and repurchases, if any, expected fuel expense, including strategies for managing fuel costs, and the impacts of the COVID-operations and driver recruiting and retention, reducing unnecessary or unproductive costs, and our ability to react to changing market conditions, among others, are forward-looking statements.
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Strong
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In particular, this MD&A contains forward-looking statements relating to, among other things: industry fundamentals continue to signal a positive North American oilfield services market for close to 57,000 activity days for the Western Canadian Sedimentary Basin (“WCSB”), a better than 27% increase over 2021; projections for 2022 U.S. land rig count have also been adjusted higher; consensus now sees an average active U.S. land rig count of almost 640 rigs for the coming year vs. the 2021 count of 464 rigs, a 37% year-over-year ; growing rig counts and analyst estimates appear to indicate that E&Ps will start to direct a greater share of these funds to capital spending in 2022; the ongoing combination of improved sector activity and stronger commodity prices coupled with constrained labour and supply chains, should translate to a constructive pricing environment for service businesses in 2022; industry conditions and valuations continue to support acquisitions and we believe additional consolidation opportunities for Cathedral exist; we are optimistic for improved performance in 2022; we will continue to advance our growth plans, with targeted market share in Canada of 18% or more, and a more significant market share ranging in 5-10% in the U.S. in the next one to two years; commitments; 2022 capital program and financing of the program.
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Strong
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The degree of market acceptance of our product candidates will depend on a number of factors, including: • limitations or warnings contained in the approved labeling for a product candidate; • changes in the standard of care for the targeted indications for any of our product candidates; • limitations in the approved clinical indications for our product candidates; • demonstrated clinical safety and efficacy compared to other products; • lack of significant adverse side effects; • sales, marketing and distribution support; • availability and extent of coverage and reimbursement from managed care plans and other third-party payors; • timing of market introduction and perceived effectiveness of competitive products; • the degree of cost-effectiveness of our product candidates; • availability of alternative therapies at similar or lower cost, including generic and over-the-counter products; • the extent to which the product candidate is approved for inclusion on formularies of hospitals and third-party payors, including managed care organizations; • whether the product is designated under physician treatment guidelines as a first-line therapy or as a second- or third-line therapy for particular diseases; • adverse publicity about our product candidates or favorable publicity about competitive products; • convenience and ease of administration of our products; and • potential product liability claims.
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Strong
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The key assumptions in the base case include: – Lighting growth consistent with by a strong level of project-based activity – gross margin reflects levels consistent with the final quarter of 2021 – operating costs flexed in line with the incremental revenue In reviewing the Company’s viability, the Board has identified the following factors which they believe support its assessment: – continued strong market drivers for LED adoption due to the increasing focus on sustainability; – the Group operates in diverse end markets, with no material individual customer concentration; – positive customer and distributor feedback and invitations to bid on large projects; – current order book levels, improved sales performance in 2021 and pipeline expectations; – new product development to close portfolio gaps; – the Group’s resilience in addressing the operational, materials and supply chain challenges over the last 12 months; – continued strengthening of balance sheet and strong cash generation during the assessment period; and – the Group’s long-term, strong relationship with HSBC and its ability to secure approval for the renewal of the Group’s three year £25m revolving credit facility with HSBC until March 2025, as set out in note 23.
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Strong
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From and after Closing until the date that is ninety (of the applicable statute of limitations (taking into account any relevant extensions), Seller shall indemnify and hold harmless Buyer and the Acquired Entities for any Retained Tax Liabilities; provided, that (i) Buyer shall not be entitled to recover or make a claim under this Section 8.08 for any Retained Tax Liabilities taken into account in calculating the Indebtedness, the Closing Net Working Capital or otherwise taken into account in the Final Closing Statement and (ii) any recovery shall be net of any amounts that have been recovered by Buyer pursuant to any indemnification by, or indemnification agreement with, any third party or any insurance policy (including any R&W Insurance Policy), if any, or other cash receipts or sources of reimbursement in respect of such Taxes (and in the event that an insurance, indemnification or other recovery is received by any Buyer with respect to any Retained Tax Liabilities for which any Buyer has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be promptly made to Seller).
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Strong
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The mechanisms for programme implementation include: ‘Helping is Easy’ portal (http://pomogat-prosto. ru), an open site that brings together people who are willing to provide assistance as volunteers and for the non-profit organisations that need it; charitable and fund-raising events initiated by the CSP in the cities of operation; annual New Year charity marathon, ‘Believe in miracle, create a miracle’, a series of charitable events for volunteers with socially vulnerable audience, as well as a federal fundraiser for New Year gifts for children from socially vulnerable families and orphanages; School of Volunteers – training courses, master classes and workshops on volunteering; grants competition ‘Green Wave’ with engagement of active citizens in the greening and landscaping of the towns; grants competition of volunteer projects ‘Helping is Easy’, to identify and support social initiatives of citizens, companies and initiative teams; participation in the National Council for Corporate Volunteering (http://www.nccv.ru), a public venue that brings together organisations and companies that have been set up to proliferate the best practices of corporate volunteering in Russia, promote volunteering ideas, develop standards and methodical tools for volunteer programmes.
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Strong
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Forward-looking statements, while based on management’s best estimates and assumptions, are subject to risks and uncertainties that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the successful integration of acquisitions; risks related to international operations; risks related to general economic conditions and credit availability, actual results of current exploration activities, unanticipated reclamation expenses; changes in project parameters as plans continue to be refined; fluctuations in prices of metals including gold; fluctuations in foreign currency exchange rates, increases in market prices of mining consumables, possible variations in ore reserves, grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes, title disputes, claims and limitations on insurance coverage and other risks of the mining industry; delays in the completion of development or construction activities, changes in national and local government regulation of mining operations, tax rules and regulations and political and economic developments in countries in which Endeavour operates.
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Strong
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The Committee has specified the following minimum qualifications it believes must be met by a nominee for a position on the Board: appropriate personal and professional attributes to meet the Company’s needs; highest ethical standards and absolute personal integrity; physical and mental ability to contribute effectively as a Director; willingness and ability to participate actively in Board activities and deliberations; ability to approach problems objectively, rationally and realistically; ability to respond well and to function under pressure; willingness to respect the confidences of the Board and the Company; willingness to devote the time necessary to function effectively as a Board member; possess independence necessary to make unbiased evaluation of Management performance; be free of any conflict of interest that would violate applicable law or regulation or interfere with ability to perform duties; broad experience, wisdom, vision and integrity; understanding of the Company’s business environment; and significant business experience relevant to the operations of the Company.
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Strong
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The principal forward-looking statements in this report include: our financial performance, statements regarding the adequacy of and costs associated with our sources of liquidity, the funding of debt maturities, the continued execution of our share repurchase program, our expected capital expenditures and new lease commitments, the expected compliance with debt covenants, the expected impact of new accounting pronouncements, our intentions regarding future dividends, contributions and payments related to our pension plan, the expected return on plan assets, the expected timing and recognition of compensation expenses, the effects of macroeconomic conditions, the adequacy of our reserves for general liability, workers' compensation and property loss, the expected outcome of, and adequacy of our reserves for claims, litigation, and the resolution of tax matters, our expectations regarding our contractual obligations, liabilities, and vendor income, the expected ability to recognize deferred tax assets and liabilities and the timing of such recognition, the expected impact of changes in information technology systems, future responses to and effects of the COVID-assumptions and expectations.
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Strong
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All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections, projected synergy, value lever and net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to, “intends,” “plans,” “will likely,” “unlikely,” “believe,” “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “forecast,” “goal,” “objective,” “guidance” and “outlook”),are forward-looking statements. .
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Strong
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analogous state and non-U.S. laws and regulations, such as certain state anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and • regulation by the CMS and enforcement by the HHS Office of Inspector General or the U.S. Department of Justice.
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Strong
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Tenant shall provide to Landlord, within five (copy of any written notice, or notification from any governmental or quasi-governmental authority or other Person with respect to (i) any violation of any Legal Requirement relating to the presence or release of Hazardous Substances located in, on, or under the Leased Property; (ii) any material enforcement, cleanup, removal, or other governmental or regulatory action instituted, completed or threatened with respect to the Leased Property; (iii) any claim made or threatened by any Person against Tenant with respect to the Leased Property relating to damage, contribution, cost recovery, compensation, loss, or injury resulting from or claimed to result from any Hazardous Substance; and (iv) any reports made to any federal state or local environmental agency arising out of or in connection with any Hazardous Substances in, on, under or removed from the Leased Property, including any complaints, notices or assertions of violations in connection therewith.
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Strong
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( of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.
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Strong
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competitive factors; unusual weather; geopolitical events, including war and acts of terrorism; cybersecurity threats and data security breaches; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rates or have an impact on asset operation or ownership or impose environmental compliance conditions; structures that affect the speed and degree to which competition enters the electric and natural gas markets; costs and other effects of legal and administrative proceedings, settlements, investigations and claims; actions by regulatory bodies impacting our nuclear operations; financial or regulatory accounting policies regulatory bodies impose; availability or cost of capital; work force factors; and other risk factors Xcel Energy lists in our on Form 10-K to the SEC, including Item 1A - Risk Factors and Exhibit 99.01, as they may be updated in our subsequent 10-Q and 8-K reports.
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Strong
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What we believe matters to them • Utilising our knowledge and expertise to develop solutions to support their product launches • Improving how we collaborate, ensuring productivity and standardisation of work practices to allow regulatory filing to happen at the earliest opportunity to allow for the earliest entry of an approved product to market • Driving efficiencies and meeting required timelines to support their objectives with optimal commercial terms and conditions How we engaged and how this interaction impacts decision making We engage with each of our partners through multiple mechanisms, including regular project execution meetings and Joint Steering Committees and partnership health check surveys that seek to deliver on Vectura’s co-development obligations, and identify and improve specific elements of each alliance and the quality of each business relationship overall.
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Strong
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The degree of market acceptance of any of our approved product candidates will depend on a number of factors, including: the effectiveness of our approved product candidates as compared to currently available products; patient willingness to adopt our approved product candidates in place of current therapies; our ability to provide acceptable evidence of safety and efficacy; relative convenience and ease of administration; the prevalence and severity of any adverse side effects; restrictions on use in combination with other products; availability of alternative treatments; pricing and cost-effectiveness assuming either competitive or potential premium pricing requirements, based on the profile of our product candidates and target markets; effectiveness of us or our partners' sales and marketing strategy; our ability to obtain sufficient third-party coverage or reimbursement; and potential product liability claims.
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Strong
|
In accordance with clause selected Standards with a GRI-referenced claim) this material references: Disclosures 102-1 to 102-14, 102-16, 102-18, and 102-40 to 102-56 from GRI 102: General Disclosures 2016; Disclosures 103-1 to 103-3 from GRI 103: Management Approach 2016; Disclosure 201-1 from GRI 201: Economic Performance 2016; Disclosures 302-1 and 302-3 from GRI 302: Energy 2016; Disclosure 303-3 from GRI 303: Water and Effluents 2018; Disclosures 305-1, 305-2 and 305-4 from GRI 305: Emissions 2016; Disclosure 306-2 from GRI 306: Effluents and Waste 2016; Disclosures 403-1, 403-5 and 403-9 from GRI 403: Occupational Health & Safety 2018; Disclosure 404-1 from GRI 404: Training and Education 2016; Disclosure 405-1 from GRI 405: Diversity and Equal Opportunity 2016; and Disclosure 415-1 from GRI 415: Public Policy 2016.
|
Strong
|
Forward-looking statements may be made by management orally or in writing including, but not limited to, this Management’s Discussion and Analysis of Financial Condition and Results of Operations and other sections of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of Quarterly Reports on Form 10-Q. Forward-looking statements include those preceded by, followed by or including the words “will,” “expect,” “intended,” “anticipated,” “believe,” “project,” “forecast,” “propose,” “plan,” “estimate,” “enable,” and similar expressions, including, for example, statements about our business strategy, our industry, our future profitability, growth in the industry sectors we serve, our expectations, beliefs, plans, strategies, objectives, prospects and assumptions, and estimates and projections of future activity and trends in the oil and natural gas industry.
|
Strong
|
Positive outcomes expected include: – Improved talent attraction and employee retention from opportunities for new-hire engagement in company training, philanthropic and volunteerism programs – Enhanced innovation in areas of strategic business growth through university engagement and research grants – Cost containment through water and energy conservation and carbon footprint reduction – Expense management through efficient resource utilization, such as our continued transition to digital print materials – Alignment with a growing population of investors making corporate social responsibility an investment priority I believe the steps Keysight is taking will continue to build a strong foundation for long-term growth and value creation, while at the same time meeting our sustainability goals and reinforcing our commitment to corporate social responsibility.
|
Strong
|
Forward-looking statements may include, but are not limited to, statements with respect to the future price of commodities, the estimation of mineral resources, the realization of mineral resource estimates, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, success of exploration activities, our ability to fund property acquisition costs, our ability to reach targeted time frames for establishing feasibility, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims, our ability to raise funds necessary for ongoing and planned expenditures and operations, and regulatory approvals.
|
Strong
|
Environmental Regulations impose, among other things, restrictions, liabilities and obligations in connection with (a) discharges and emissions of various substances into the environment; (b) the hydraulic fracturing of wells; (c) the handling, use, storage, transportation, treatment and disposal of chemicals, hazardous substances and waste associated with finding, producing, transmitting and storing oil, NGLs and natural gas; (d) the availability and management of fresh, potable or brackish water sources that are being used, or whose use is contemplated, in oil and natural gas operations; and (e) requirements that well sites and other properties associated with our operations be constructed, operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities.
|
Strong
|
BBA estimated the initial capital costs based on the site/building layout drawings, specific project requirements and its in-house database for the following site infrastructure facilities: ■ Site preparation and common underground services; ■ Site security and main access gate; ■ Mine haul and site access roads; ■ Mine garage, dry, warehouse and administration complex; ■ Mine truck wash and fuel/lubrication facility; ■ Office, garage and warehouse equipment; ■ Site communications and emergency power; ■ Water and sewage treatment; ■ Fresh water wells, pumping station and piping; ■ Process plant tailings and water reclaim systems; ■ Fairbanks Integrated Operations Center (IROC) equipment; ■ Fairbanks guardhouse, storage and employee parking area (off-site).
|
Strong
|
General As of December product warranty claims, commercial claims, criminal claims, environmental claims, claims regarding the procurement and supply of products and services, patent and copyright infringement claims, claims and disputes regarding the transportation of goods and services, indemnification claims relating to divestments and acquisitions and similar types of claims brought against us that have arisen in the ordinary course of business, some of which we have determined do not merit disclosure based on the stage in which any such investigation is at the time of this report, and that we would disclose once the investigation has finalized and based on the results of any such investigation.
|
Strong
|
state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws that may apply to items or services reimbursed by any third-party payer, including commercial insurers, state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; and state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information.
|
Strong
|
Those statements appear at various places throughout this annual report on Form the sections entitled “Contingencies” under Item 7, “MD&A”, commencing on page 41 of this annual report on Form 10-K, under “Legal Proceedings” in Part I, Item 3, of this Form 10-K, and elsewhere in the context of statements containing the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of forward-looking statements.
|
Strong
|
We believe our competitive advantages include: a fully integrated organization with property management, development, redevelopment, acquisition, marketing, sales and financing expertise; scalable operating and support systems, which include automated systems to meet the changing technological needs of our residents and associates; access to a wide variety of debt and equity capital sources; geographic diversification with a presence in regions of the United States; and significant presence in many of our major markets that allows us to be a local operating expert and offer varying location options within a market to meet a variety of prospective resident preferences.
|
Strong
|
Electricity from renewable sources The amount of electricity that is generated and procured from renewable sources, expressed as a percentage of total global electricity in megawatt-hours (MWh) used during the period February 1, 2018 to January 31, 2019 as indicated by either (1) owned onsite system generation records, (2) unbundled environmental attribute certificates, (3) contracts with a renewable energy project that is not directly connected to Tiffany operations, or (4) contracts for specific utility products; and in all cases where Tiffany retains the exclusive claim to the environmental attributes through proof of generation, contractual ownership, or retirement of the environmental attribute certificates.
|
Strong
|
Summary Set against the backdrop of improving commodity prices the Company has made progress with JV partner dialogues in relation to historical disputes and the completion (post period in review) of the ‘no win – no fee’ arrangement to fund the Company’s significant monetary damages claim under the ECT and BIT against the Republic of Slovenia, this allows the Company to widen its reach away from the dependency on a single asset as the Company evolves to focus on the Latin and Hispanic Americas and executing on its new ESG Metals growth initiative along with onshore gas development opportunities.
|
Strong
|
If the FDA, FTC or other regulatory body with competent jurisdiction over us, our activities or products takes the position that our marketing, promotional or other materials or activities constitute improper promotion or marketing of an unapproved or improper use, or that they contain untruthful, misleading, or inadequately substantiated statements or claims, such regulatory body could request that we modify our materials or practices, or subject us to regulatory enforcement actions, including the issuance, depending on the regulatory body and the nature of the alleged violation, of a warning letter, injunction, seizure, civil fine and criminal penalties.
|
Strong
|
The principal considerations for our determination that performing procedures relating to revenue recognition - determination of total estimated contract cost for fixed-price contracts is a critical audit matter are the significant amount of judgment required by management in determining the total estimated contract cost for fixed-price contracts which, in turn, led to a high degree of auditor judgment, subjectivity, and audit effort in performing procedures and in evaluating the audit evidence obtained related to the total estimated contract costs for fixed-price contracts with cumulative catch-up adjustments, anticipated losses or claims.
|
Strong
|
Additionally, we have assessed the competence of management’s expert and considered their capability and objectivity; − for the individually large claims not subject to actuarial review, we discussed the nature of each claim with the US general counsel and those responsible for claims handling and tested a sample of items to independent third-party reports to assess the expected range of possible outcomes; − we compared the overall level of provision recorded to the range determined by management and the Group’s actuary, to assess whether the level of provision was appropriate.
|
Strong
|
A specific focus on developing our leaders to be more skilled and assured in addressing diversity and inclusion issues so that they can confidently champion and lead our DE&I agenda While our progress to date on DE&I represents a good start and shows what is possible, we believe that from significant opportunity to build an organisation where everyone with skill, imagination and determination, whatever their gender, race, colour, nationality, age, sexual orientation, physical ability or background, can reach the highest level and achieve their full potential based on merit alone.
|
Strong
|
Although Georgia Power believes these incremental costs are reasonable and necessary to complete the project and the Georgia PSC’s order in the seventeenth VCM proceeding specifically states that the construction of Plant Vogtle Units and 4 is not subject to a cost cap, Georgia Power will not seek rate recovery for the $0.7 billion increase to the base capital cost forecast included in the nineteenth VCM report and charged to income by Georgia Power in the second quarter 2018 and has not sought rate recovery for the construction contingency costs.
|
Strong
|
and we don’t tolerate discrimination or harassment against anyone on the basis of race, color, age, gender, sexual orientation, gender identity and expression, ethnicity or national origin, disability, pregnancy, religion, political affiliation, union membership, covered veteran status, protected genetic information, marital status, or any other characteristic protected by law.” —NVIDIA Code of Conduct “ https://www.nvidia.com/content/dam/en-zz/Solutions/about-us/documents/NVIDIA-Code-of-Conduct-external.pdf Diversity and Inclusion We believe that diverse teams fuel innovation, and we’re committed to creating an inclusive culture that supports all employees, regardless of gender, gender identity or expression, veteran status, race, ethnicity, or ability.
|
Strong
|
representatives (each a "Bank Party") from any and all causes of action, claims, debts, demands, and liabilities, of whatever kind or nature, in law or equity, of the Borrower, whether now known or unknown to the Borrower, (i) in respect of the loan evidenced by the Note and the Related Documents, or of the actions or omissions of any Bank Party in any manner related to the loan evidenced by the Note or the Related Documents and (ii) arising from events occurring prior to the date of this agreement.
|
Strong
|
(b) The Claim Notice must specify in detail (i) the Representations and Warranties which are alleged to have been breached or to be inaccurate, (ii) the fact, matter or circumstance which gives rise to the Claim, (iii) the nature of the alleged Loss, (iv) the amount claimed in respect thereof setting forth the Purchaser’s calculation of the alleged Loss (such amount shall be provided as soon as it is determined if not known at the time of the Claim Notice), and (v) the available supporting documents to the Claim.
|
Strong
|
We believe that we have multiple competitive advantages, including the automated nature of our systems with simple, rapid and efficient workflow that requires very limited human intervention or labor; the multiplexing capability of our technology to analyze significantly more target molecules in a single experiment; the ability to analyze combinations of RNA and proteins; compatibility with many sample types, including difficult samples such as FFPE; and the ability to analyze small sample inputs, in some cases down to a single cell, from a wide variety of sample types.
|
Strong
|
(i) any material Environmental Claim or any Environmental Incident; (ii) any material inspections, investigations, studies, audits, tests, reviews and other analysis carried out by it or on its behalf (but excluding any routine inspection) in relation to any environmental matters; and (iii) details of any material non-compliance by it with any applicable Environmental Law or applicable Environmental Authorisation or any suspension, revocation or modification of any Environmental Authorisation and shall set out the action it intends to take with respect to those matters, in relation to the Vessel.
|
Strong
|
The uncertainty of the Company’s estimates for large losses is also impacted by the preliminary nature of the information available, the magnitude and relative infrequency of the events, the expected duration of the respective claims development period, inadequacies in the data provided to the relevant date by industry participants and the potential for further reporting lags or insufficiencies; and in certain large losses, significant uncertainty as to the form of the claims and legal issues, under the relevant terms of insurance and reinsurance contracts.
|
Strong
|
Dispute on sharing the agreed compensation sum with new claimants open Client has resolved issue Palm oil Asia S - H closed Engagement stopped Palm oil Asia S -L5 labor conditions not in breach of policy or applicable law, but room for improvement closed Engagement stopped Palm oil Asia S - H2 Allegations of primary forest destruction and no FPIC applied open Client is taking action Palm oil Asia S - H2 E - E2 Allegations of insufficient FPIC, legal compliance and HCV assessments.
|
Strong
|
The operation of manufacturing plants entails risks related to compliance with environmental laws, requirements and permits, and a failure by us to comply with applicable environmental laws, regulations, or permits could result in civil or criminal fines, penalties, enforcement actions, thirdparty claims for property damage and personal injury, requirements to clean up property or to pay for the costs of cleanup, or regulatory or judicial orders enjoining or curtailing operations or requiring corrective measures, including the installation of pollution control equipment or remedial actions.
|
Strong
|
However, there can be no assurances that the actual amounts required to satisfy alleged liabilities from various lawsuits, claims, legal proceedings and other matters, including, but not limited to the Fox River and Kalamazoo River environmental matters and other matters discussed below, and to comply with applicable laws and regulations, will not exceed the amounts reflected in NCR’s Consolidated Financial Statements or will not have a material adverse effect on its consolidated results of operations, capital expenditures, competitive position, financial condition or cash flows.
|
Strong
|
Although we believe our existing cash resources and sources of liquidity, together with cash generated from operations, will be sufficient to meet our working capital requirements for at least the next increases in delinquent or uncollectible accounts receivable for any reason, including in particular continued or worsening economic conditions caused by the COVID-19 pandemic or otherwise, our cash provided by operations could decrease significantly and we could be required to seek additional sources of liquidity to continue our operations at their current level.
|
Strong
|
✓ Annual election of directors ✓ Majority voting and director resignation policy for directors in uncontested elections ✓ Proxy access right for stockholders ✓ Stockholder outreach/engagement program ✓ No multi-class or non-voting stock ✓ Annual publication of a corporate diversity update and annual pay equity review process/analysis Environmental, Social and Governance Highlights We continue to believe in the power of a connected world to bring us all closer together, and that when we’re all connected there’s nothing we cannot change for the better.
|
Strong
|
“Lien” means any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, lien, charge, claim, security interest, easement or encumbrance, or preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any lease or title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement perfecting a security interest under the UCC or comparable Law of any jurisdiction).
|
Strong
|
The principal considerations for our determination that performing procedures relating to the valuation of insurance reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated reserves, which in turn led to (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the actuarial assumptions related to economic conditions and the frequency and severity of claims, and (iii) the audit effort included the involvement of professionals with specialized skill and knowledge.
|
Strong
|
Ravva joint operations had received a claim from the Ministry of Petroleum and Natural Gas, Government of India (GOI) for the period from (US$129 million) for an alleged underpayment of profit petroleum (by recovering higher Base Development Costs (“BDC”) against the cap imposed in the PSC) to the Government of India (GOI), out of which, Vedanta Limited’s (Cairn India Limited which subsequently merged with Vedanta Limited, accordingly now referred to as Vedanta Limited) share will be `213 crores (US$29 million) plus interest.
|
Strong
|
When the proceedings were initiated, a line of defence was adopted based mainly on the grounds that the actions were invalid due to the vagueness of the claims, that the condition of knowledge of the Alitalia Group’s state of insolvency (subject first of the Air France plan and then of the subsequent rescue conducted by the Italian Government) did not apply, and that the credited items were not eligible for claw back, due to the specific nature of the account movements.
|
Strong
|
(a) Customer warrants that it will have, at the time of its delivery of Gas at the Receipt Points, con hereunder shall be free and clear of all liens, encumbrances, and claims whatsoever (other than with respect to any lien held by any lender under any credit facility for borrowed money of Customer or its Affiliates), and that it will have at such time of delivery good right and title to the Gas or the right to gather such Gas hereunder.
|
Strong
|
Under our current insurance policies, our deductibles for marine liability insurance coverage with respect to personal injury claims not related to named windstorms in the U.S. Gulf of Mexico, which primarily result from Jones Act liability in the U.S. Gulf of Mexico, are $in amounts ranging between $5.0 million and, if aggregate claims exceed certain thresholds, up to $100.0 million for each subsequent occurrence, depending on the nature, severity and frequency of claims that might arise during the policy year.
|
Strong
|
Among the factors that we consider in this assessment are the nature of existing legal proceedings and claims, the asserted or possible damages or loss contingency (if estimable), the progress of the case, existing law and precedent, the opinions or views of legal counsel and other advisers, our experience in similar cases and the experience of other companies, the facts available to us at the time of assessment and how we intend to respond to the proceeding or claim.
|
Strong
|
These actions seek, among other things, compensation for alleged personal injury (including claims for loss of life), workers’ compensation, employment discrimination, sexual harassment, workplace misconduct, wage and hour claims and other employment-related damages, compensation for breach of contract, negligence or gross negligence or property damage, environmental liabilities, multiemployer pension plan withdrawal liabilities, punitive damages, consequential damages, and civil penalties or other losses or injunctive or declaratory relief, as well as interest and attorneys’ fees associated with such claims.
|
Strong
|
The Company was successful in defending the majority of the claims, with a total of £ Donations Greenhouse Gas Emissions Share Capital Substantial Interests Dividends Articles of Association Auditors Corporate Governance Board of Directors * attended as an observer Audit and Risk Committee Remuneration Committee The Remuneration Committee is comprised of Peter Jeavons (Chair of the Remuneration Committee), William Langdon and Gemma Godfrey, each of whom the Board has determined is independent under the applicable Nasdaq listing standards.
|
Strong
|
In addition, although we believe it is probable we will receive additional claims in future periods, we are unable to reasonably estimate the number of such claims or the amount or range of any potential losses associated with such claims as each of these is dependent on several factors, including the actions of third parties over which we have no control; the nature of any specific claims; and our evaluation of the particular facts surrounding each such claim.
|
Strong
|
In particular, the estimate is sensitive to the preliminary nature of the information available, the magnitude and relative infrequency of the events, the expected duration of the respective claims development period, inadequacies in the data provided to the relevant date by industry participants and the potential for further reporting lags or insufficiencies, and in certain large events, significant uncertainty as to the form of the claims and legal issues under the relevant terms of insurance and reinsurance contracts.
|
Strong
|
Risk management process and risk appetite The Board believes that in carrying out the Group’s businesses it is vital to strike the right balance between an appropriate and comprehensive control environment and encouraging the level of entrepreneurial freedom of action required to seek out and develop new business opportunities; but, however skilfully this balance between risk and reward is struck, the business will always be subject to a number of risks and uncertainties, as outlined below.
|
Strong
|
ENVIRONMENT Do what it takes to protect the planet We believe our planet must be preserved and its resources renewed By partnering with like-minded companies to advance climate change and low-carbon energy policies, sharing renewable energy buying knowledge, and encouraging innovation in the design and operation of data centers to achieve our Data Center of the Future vision, we are doing what it takes to protect the planet and create sustainable value for all our stakeholders.
|
Strong
|
21.2 No indemnification shall be given to an Indemnified Officer: a. if a competent court or arbitral tribunal has established that the acts or omissions of such Indemnified Officer that led to the financial losses, damages, expenses, suit, claim, action or legal proceedings as described in Article 21.1 are of an unlawful nature (including acts or omissions which are considered to constitute malice, gross negligence, intentional recklessness and/or serious culpability attributable to such Indemnified Officer); b.
|
Strong
|
While carve-outs vary from lender to lender and transaction to transaction, the carve-outs may include, among other things, a voluntary bankruptcy filing, environmental liabilities, the sale, financing or encumbrance of the property in violation of loan documents, damage to property as a result of intentional misconduct or gross negligence, failure to pay valid taxes and other claims which could create a lien on a property and the conversion of security deposits, insurance proceeds or condemnation awards).
|
Strong
|
Whether the CLC and the International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage 1992 Protocol (or the Fund Convention), which deal with liability and compensation for oil pollution and the Convention on Limitation of Liability for Maritime Claims 1976, as amended by the 1996 Protocol (or the 1976 Limitation of Liability Convention), which deals with limitation of liability for maritime claims, apply to FPSOs is neither straightforward nor certain.
|
Strong
|
Only a few other companies possess the technical know-how to design and manufacture YIG components of this nature, such as Teledyne and Micro-Lambda Wireless, but we believe the expense of developing and requalifying new components for the F-F-16 and F/A-18E is prohibitive to the point where an existing prime customer would only undertake such an effort if major issues were to arise, such as significant technical deficiencies or our inability to deliver products on time.
|
Strong
|
Although we believe that we are in substantial compliance with such environmental requirements and have not in the past been required to incur significant costs in connection therewith, there can be no assurance that our costs to comply with such requirements will not increase in the future or that we will not become subject to new governmental regulations, including those pertaining to potential climate change legislation that may impose additional restrictions or costs on us.
|
Strong
|
Legal The Company is involved in litigation incidental to its business and is a party to a number of legal actions and claims, various governmental proceedings and private civil lawsuits, including, but not limited to, those related to fuel surcharge practices, tax matters, environmental and hazardous material exposure matters, FELA and labor claims by current or former employees, other personal injury or property claims and disputes and complaints involving certain transportation rates and charges.
|
Strong
|
Form We believe that COVID-19 has impacted and will continue to impact all of our vertical markets across all of our geographies to some degree, but the significance and duration of the impact on our business cannot be determined at this time due to numerous uncertainties, including the duration of the outbreak, travel restrictions and business closures, the effectiveness of vaccination programs and other actions taken to contain the disease and other unforeseeable consequences.
|
Strong
|
Areas involving significant estimates and assumptions include: allowances for credit losses; inventory reserves; income tax liabilities and assets, and related valuation allowances; provisions for loss contingencies related to claims and litigation; useful lives of property, plant and equipment and intangible assets; expected lease terms and discount rates in measuring lease assets and liabilities; expected future cash flows used in evaluating long-lived assets for impairment; and reporting unit fair values in testing goodwill for impairment.
|
Strong
|
The Partnership believes that current sources of funds and those that the Partnership anticipates to internally generate for a period of at least the next twelve months, will be sufficient to fund the operations of its Fleet, and to meet the Partnership’s normal working capital requirements, service principal and interest debt, and make at least the required distribution on Series A Preferred Units and Series B Preferred Units in accordance with the Partnership’s Agreement.
|
Strong
|
The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, pension asset mix and in some cases, actuarial techniques, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
|
Strong
|
We believe the principal competitive factors in this industry include: • ability to deliver return on marketing expenditure at scale; • customer trust and loyalty; • geographic reach; • breadth and depth of cooperation with publishers, ad exchanges, ad networks and other participants in the online marketing ecosystem; • comprehensiveness of solutions and service offerings; • pricing structure and competitiveness; • cross-channel capabilities; • accessibility and user-friendliness of solutions; and • brand awareness.
|
Strong
|
We believe our primary sources of liquidity are sufficient to fund our short-term and long-term existing and planned capital requirements, which include working capital obligations, funding existing marketed and pipeline products, capital expenditures, business development in our targeted areas, short-term and long-term debt obligations which include principal and interest payments as well as interest rate swaps, operating lease payments, purchase obligations, and costs associated with the integrations of Bayer Animal Health and KindredBio.
|
Strong
|
Further, we may be exposed to additional potential product liability risks related to products designed, manufactured and/or marketed in response to the COVID-accelerated changes in demand for certain of our products in connection with COVID-19 and its related impacts could impact development and production of products and services and could increase the risk of regulatory enforcement actions, product defects or related claims, as well as adversely impact our customer relationships and reputation.
|
Strong
|
LR’s Opinion Based on LR’s approach, nothing has come to our attention that would cause us to believe that the total direct GHG emissions, energy indirect GHG emissions and sustainability data disclosed by Carnival in its GHG Emissions Inventory and Sustainability Data Assertion for FY materially correct and that the GHG Emissions Inventory and Sustainability Data Assertion have not been prepared in conformance with ISO 14064-1:2006 and Carnival sustainability data management processes.
|
Strong
|
The QP believes that this mineral resource estimate for Cabanasses and Vilafruns is an accurate estimation of the in-situ resource based on the data available, and that the available data and the mineral resource model are sufficient for mine design and planning. 11.4.1 Overview The Rotem geological department uses GIS software (ArcGIS) for database management, AutoCAD as a drawing tool and Surfer 8 and Vulcan for 2D and 3D geological modelling respectively.
|
Strong
|
Because many aspects of our business strategy — from our enlightened food sourcing practices, to our commitments to more environmentally friendly building materials and energy efficient systems, to the value we place on a diverse and inclusive workforce — are rooted in a commitment to sustainability, we believe there is no question about our officers’ commitment to further advancing the many achievements laid out in this report and meeting future sustainability challenges.
|
Strong
|
possibility for oil of the continental shelf around the United States; when you stop to think that the government has taken over 100 million acres of land out of circulation in Alaska, alone, that is believed by geologists to contain much in the line of minerals and energy sources, then I think it is the Government, and the Government with its own restrictions and regulations, that is creating the energy crisis.
|
Strong
|
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