This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation including non-contractual disputes and claims are governed by and construed in accordance with the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes and claims. This Agreement, together with all Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written.
Section 6. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. You shall be deemed to have accepted any changes or modifications by Your continuing use of the Software.
This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including without limitation by operation of law, other than as expressly set forth in this Section 9.
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No party may assign this Agreement to any entity that lacks sufficient assets and resources to continue to perform, to contractually required standards, all assigned obligations for the remainder of the Term. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section 9. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. No party will be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing.
A waiver with reference to one event will not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. Except as expressly set forth herein, no remedy conferred upon the parties by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy will be cumulative and will be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity.
This Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary. You may update such information from time to time upon written notice to through the www. The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping, to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.
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Regardless of any Applicable Law to the contrary, You agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred. Greenwich Mean Time during business days and excluding holidays in the case incidents and of billing related Incidents. Member Area, the documentation, Frequently Asked Questions or discussion forums located on the website or by any other means. The Support Pricing Agreement is hereby incorporated by reference and made a part of this Agreement as though fully set forth herein.
Member Area or via email communications. The origin from which a particular Incident is submitted may be located in anywhere in the Territory. Member Area. Memberb Area. Shopping Area and is hereby incorporated into this Agreement by reference. Member Area regardless of the type of support applicable to such Incidents. Subject to Section 2. Client Area in accordance with the payment terms contained therein. All Support Fees are subject to change at any time. This Agreement shall commence on the date of Your execution of this Agreement and shall automatically expire at the end of the Term.
IP Rights as set forth in Section 3 Intellectual Property Rights ; ii any purported or attempted assignment, transfer, sale or other disposition or delegation of this Agreement or your rights and obligations with respect to this Agreement in violation of Section 9. Each party hereto warrants to the other party that: a such party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; b the execution of this Agreement by such party, and the performance by such party of its obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; c when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its representations, warranties, terms and conditions; and d such party will comply with all Applicable Laws related to the Services and the performance of its obligations under this Agreement.
This Agreement, together with any Exhibits hereto, represents the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior agreements and communications of the parties, oral or written. You shall be deemed to have accepted any changes or modifications by your continuing use of the Software. The parties agree to comply fully with all Applicable Laws, or of any foreign government to or from where a party is shipping to in connection with the import, export or re-export, directly or indirectly, of the Software mentioned in this Agreement.
Regardless of any Applicable Law to the contrary, you agree that any claim or cause of action arising out of or related to the Software or this Agreement, must be filed within one year after such claim or cause of action arose or be forever barred. The definitions and rules of interpretation in this clause apply in this agreement.
Transaction: a purchase of any products or services offered for sale or susbcription on www. User who has clicked through directly to www. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement. Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule. Trade Mark Guidelines; and. The Affiliate shall be responsible for developing, operating and maintaining the Affiliate Website and for all materials that appear on it.
In particular, but without limiting the generality of the foregoing, the Affiliate shall be responsible for:. Trade Mark Guidelines. The Affiliate shall comply with all applicable laws and regulations with respect to its activities under this agreement and to its business. Affiliate acknowledges and agrees that no payments are due to it under this agreement otherwise than as expressly set out in this agreement. All sums payable under this agreement are inclusive of any VAT or similar analogous tax which the Affiliate may be due to pay to its local tax collection authority.
In fact, to respect the refund warranty 30 days period provided at sign in, the affiliate comission will be payed on a monthly basis for the ammount generated in the previuos month. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause Each party may disclose the other party's confidential information:.
Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. This clause 6 shall survive termination of this agreement, however arising. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.
This agreement shall commence on the Effective Date and shall continue thereafter unless otherwise terminated as provided in this clause 9. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement without liability to the other if:. Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
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No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.
If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement. If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in this agreement. Nothing in this clause shall limit or exclude any liability for fraud. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
No variation of this agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be sent by e-mail to the regular general communications e-mail address of the other party, or such e-mail address as the parties may agree between them including by way of a course of dealing. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims shall be governed by, and construed in accordance with, the law of Irland.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation including non-contractual disputes or claims. Introduzca su email para acceder a sus datos personales. Es posible que mantengamos registros de las comunicaciones del usuario que nos transmite de manera indefinida. Puede ejercer su derecho a evitar dicho procesamiento marcando ciertas casillas en los formularios que usamos para recopilar sus datos.
Nuestro sitio puede, de vez en cuando, contener enlaces hacia y desde los sitios web de nuestras redes asociadas, anunciantes y afiliados. Su derecho de acceso puede ejercerse de acuerdo con la Ley. Podemos suspender, retirar, descontinuar o cambiar todo o parte del sitio web sin previo aviso. Contrato de suministro de servicios y de usuario final. Los titulares de la licencia no pueden "pedir prestado", "prestar", "vender" o de ninguna otra manera transferir licencias o el uso del Software a terceros.
Las licencias de software arrendado pueden cancelarse en cualquier momento. Las licencias de software arrendado no pueden ser revendidas o transferidas bajo ninguna circunstancia. Nuestro estado y el de cualquier colaborador identificado como autores del contenido de nuestro sitio siempre debe ser reconocido. No debe utilizar ninguna parte del contenido de nuestro sitio para fines comerciales sin obtener una licencia para hacerlo de nuestra parte. El sitio web y el software contienen referencias a muchas empresas con las que se integra el software para pagos y otros servicios relacionados.
Todos los derechos reservados. No pretende ser un consejo en el que debe confiar. No asumimos ninguna responsabilidad por el contenido de los sitios web vinculados desde el sitio web. Nos reservamos el derecho de retirar el permiso de enlace sin previo aviso. Parte del software se basa en otros productos preliminares, disponibles bajo la licencia GPL como fuente abierta, que impulsaron el desarrollo de la plataforma Inboundmanager. La licencia anterior es revocable, no transferible, no asignable y no sublicenciable.
El software tiene licencia solo para usted. Este software tiene licencia para operar en un solo dominio. Todas las copias de seguridad deben ser una copia exacta del Software original. Derechos de propiedad intelectual". Este Acuerdo no le autoriza a usar las Marcas Registradas. En caso de que tenga conocimiento de que un tercero infringe, o puede estar infringiendo, los derechos de propiedad intelectual de www. Las marcas comerciales, nombres comerciales, nombres de productos y logotipos de terceros incluidos en el Software pueden ser marcas comerciales o marcas comerciales registradas de sus respectivos propietarios.
Los reembolsos solo se emiten por fallas de software. La lista anterior de infracciones materiales es una lista no exclusiva. Secciones 1 Definiciones , 2. Cualquiera de las disposiciones de este Acuerdo puede ser eximida por la parte que tiene derecho a su beneficio. El Acuerdo de precios de soporte se incorpora por referencia y forma parte de este Acuerdo como se establece en este documento.
Synonyms and antonyms of dinero in the Spanish dictionary of synonyms
Todos los Productos y se incorpora en este Acuerdo por referencia. Derechos de propiedad intelectual. Sitio web afiliado: cualquier sitio web propiedad u operado por el Afiliado. Fecha de entrada en vigencia: la fecha en la que el Afiliado acepta este Acuerdo. El sitio web incluye todas las versiones futuras y reemplazos y sucesores del sitio.
Pautas de marca comercial. El Afiliado reconoce y acepta que no se le deben pagos en virtud de este acuerdo que no sean los expresamente establecidos en este acuerdo. Sin perjuicio de otros derechos o recursos a los que las partes puedan tener derecho, cualquiera de las partes puede rescindir este acuerdo sin responsabilidad ante el otro si:. Los derechos y recursos previstos en este acuerdo son adicionales y no exclusivos de los derechos o recursos previstos por la ley. Este sitio web utiliza cookies para que usted tenga la mejor experiencia de usuario.
Personal Information. Non-Personal Information. User Communications. Server Information. Where is your data stored? Your Rights You have the right to ask us not to process your personal data for marketing purposes. Accessing the Website We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. Accounts and Passwords If you choose, or you are provided with, any form of user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential.
We will not be liable to any user of the Website for any loss or damage, whether in contract, tort including negligence , breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with: use of, or inability to use, the Website; or use of or reliance on any content displayed on the Website. Viruses We do not guarantee that the Website will be secure or free from bugs or viruses. Linking to our site You may link to the home page of the Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. Applicable law Please note that these Terms of Service, its subject matter and its formation, are governed by Irish law. Intellectual Property Rights. Warranties; Disclaimer. Limitation of Liability.
This Agreement may be terminated or varied in any way and at any time by the Parties without the consent of any Beneficiary 9. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 6; and b as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Subject to clause 8. FORCE MAJEURE Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control.
In addition, the following terms shall have the meaning ascribed to them below:. For the avoidance of doubt, this Agreement will continue to secure those obligations which, if included in the definition of Secured Obligations, will not constitute a violation of the Prohibition. Estipulaciones 2 a 18 del presente Contrato. The references made in this Agreement to the Secured Obligations, the Pledges including their enforcement and cancellation and the Secured Parties shall be deemed to be made separately in regard to each of the Pledges, although it shall only be possible to jointly enforce all Pledges in accordance with the terms provided herein and in the Intercreditor Agreement.
Consequently, each Pledge secures the punctual performance of the corresponding Secured Obligations in their entirety. Partial performance of the Secured Obligations will not entail the proportional cancellation of the relevant Pledges. Consequently, the Pledges may be enforced previously, simultaneously or subsequently to the enforcement of any other guarantee created in favour of the Secured Parties. The Security Agent undertakes to safekeep the Pledges Certificates and to return them to the Pledgors immediately upon the cancellation of the Pledges in accordance with Clause 9 below.
The Pledges created herein shall extend to comprise any shares, securities, assets tangible or intangible or funds which substitute or correspond to the Shares in the event of merger, winding up, capital increase or reduction, conversion or share swap, transformation, de-merger or any other similar corporate transactions affecting the Company or the Shares such that the value of the Pledges does not decrease.
Translation of «dinero» into 25 languages
Hereinafter, any reference to the Shares in this Agreement shall extend to comprise any right, securities, assets or funds that may correspond or in future substitute to the Shares. If as a result of any transactions referred to in the preceding paragraph, the Pledges extend to cash or credit rights convertible into cash, the relevant amount shall be deposited in accounts opened by the Pledgors with the entity or entities appointed by the Instructing Group through the Security Agent and shall remain pledged in favour of the Secured Parties in similar terms to those contained herein.
Should any of the Pledges over the credit right to the reimbursement of the cash be enforced, the enforcement will take place by means of the set off of the relevant amount, which shall be directly allocated to the Secured Parties against the Secured Obligations outstanding, on a pro rata basis, provided that prior notice has been served to the Pledgors. The extension of the Pledges, if applicable, shall be made at the request of the Security Agent on written instructions of the Instructing Group, by means of the execution of public or private documents as may be necessary or desirable in light of the type of guarantee to be granted pursuant to the nature of the asset that replaces the Shares.
The Pledgors undertake to grant as many documents as may be necessary for the purposes of extending the Pledges within thirty 30 calendar days following receipt of a written request from the Security Agent for such purposes. In the event that such documents are not granted within the above referred deadline, the Security Agent shall be entitled to grant the same in the name and on behalf of the Pledgors exercising the faculties conferred under the irrevocable powers of attorney granted by the Pledgors on the date hereof in favour of the Security Agent even if this implies self-contracting.
In the event that a capital share increase is made in accordance with the Facilities Agreement, the Pledgors shall inform the. Security Agent in writing at least five 5 Business Days in advance of the date on which a general shareholders meeting, in which that increase of share capital is to be considered or approved, is to be held and shall send the Security Agent, through registered mail, a copy of the deed of increase of share capital as soon as the Pledgors receive it from the relevant Notary.
The Pledgors undertake to do all things and execute all documents as may be necessary in order for the Pledges to be extended to such newly-issued shares of the Company subscribed by the Pledgor, in order to avoid a decrease in the value of the Pledges as referred to a percentage in the share capital , so that The extension of the Pledges shall be documented by a supplementary pledge document granted by the Pledgors before a Spanish Notary within thirty 30 calendars days following the date of registration of the capital increase with the Mercantile Registry, and shall be recorded with the corresponding accounts of the Registries.
For the above purposes, the Pledgors undertake to promptly perform as many actions as may be necessary or desirable in order to allow the exercise of the rights attached to the Shares by the Secured Parties in accordance with the preceding paragraph. The Enforcement Value of the Shares shall be the value determined by an independent investment bank of internationally recognised standing which shall be appointed by the Security Agent following the instructions of the Instructing Group among the following: Goldman Sachs, Rothschild, UBS, Nomura and Credit Suisse First Boston.
The appointed Investment Bank will issue its valuation within fifteen 15 working days from its acceptance. Any cost arising out from the valuation of the Shares shall be borne by the Pledgors. The Pledgors unconditionally and irrevocably undertake hereby to promptly provide the Security Agent with all financial, commercial, legal or technical information that is required to assess the Enforcement Value of the Shares.
Spanish Glossary - Law | Linguist Hub
The parties expressly agree that the Security Agent may request the Investment Bank to determine the Enforcement Value of the Shares at any time after an Enforcement Event occurs provided that prior notice to that effect has been served by the Security Agent following. The Enforcement Value will be determined by the Investment Bank weighing in accordance with criteria generally accepted by the international financial community the results obtained by using the following methods: i break-up value of the Company and of its consolidated group; ii value of the Shares pursuant to the discounted cash flows valuation method; iii value of the Shares pursuant to the company multiples and comparable transactions valuation methods; and iv any other applicable valuation method generally accepted by the international financial community.
The minimum selling price shall be the Enforcement Value corresponding to the transferred Shares. If no bids were presented in the first two auctions, the Secured Parties may become owners of the Shares, acknowledging receipt of payment of the amount owed under the relevant Secured Obligations. At the request of the Security Agent, third and further auctions may take place with the same formalities and no initial bid price. Upon the request of the Security Agent, partial auctions may take place for selling the Shares in different lots.
The auctions shall be announced ten 10 calendar days in advance. In case of several auctions, the announcement of each such auctions may be effected simultaneously, however, a minimum ten 10 calendar days period must elapse between each of such auctions. The Pledgors and the Company shall be as well notified with the same advance, indicating the Notary who shall carry out the auction. When urgent, notices may be delivered by fax or by any other mean that may evidence its reception. In this latter case, the notices shall be confirmed within the following five 5 calendar days by means of a letter with acknowledgement of receipt.
Para Parent:. For Parent:. Para la Sociedad:. Likewise, the references to the Security Agent shall be deemed to be made to the entity that holds that condition from time to time. Any information received or acquired by the Security Agent which is received or acquired by some other division or department or otherwise than in its capacity as Security Agent may be treated as confidential by the Security Agent and will not be treated as information possessed by the Security Agent in its capacity as such.
In so acting, the Security Agent shall have the rights, benefits, protections, indemnities and immunities set out in the Intercreditor Agreement as if those provisions were set out in this Agreement, mutatis mutandis , and shall not incur any liability to the Pledgor, the Company or to any other Person. Y yo, el Notario, hechas las advertencias legales oportunas, doy fe de la identidad de las Partes, de la legitimidad de sus firmas, y de todo lo convenido en este Contrato, que firmo y sello en el lugar y fecha del encabezamiento. Dollar-Denominated Senior Secured Notes due Ruth Musgrave.
ING Bank, N. Dublin Brach. ANEXO 1. ANNEX 1. ANEXO 2. ANNEX 2. Lomas de Chapultepec, Mexico, D. Represented by Ms. ANEXO 3. ANNEX 3. ANEXO 4. ANNEX 4. All present and future taxes, fees and expenses of any nature whatsoever including the fees of the Notary attesting and before whom this Agreement is granted and those connected with the maintenance of the Registries of book entries where the Shares are recorded arising out of the execution, extension, maintenance, amendments, cancellation and enforcement of the Pledges in accordance with this Agreement as well as any other fees or expenses of legal advisors and procuradores and the judicial costs in which the Secured Parties may incur as a consequence of the breach by the Pledgors of any of its obligations hereunder, shall be borne by the Pledgors.
For the Security Agent and the Secured Parties:.