Terms of the Order Sample Clauses

Terms of the Order. The Order consists of the following, which are sometimes referred to collectively as the Terms of the Order: (i) the purchase order; (ii) material releases issued by Buyer to Seller under the purchase order (iii) these General Terms and Conditions; (iii) all other documents specifically incorporated into or otherwise made a part of this Order by Buyer; and (iv) Buyer’s Policies, as revised by Buyer from time to time. Seller is responsible for keeping current regarding the terms of Buyer’s Policies of Purchase.
Terms of the Order. The terms governing this Order (hereinafter, “Terms of the Order”) are contained in the following documents identified in this section 2.1. In the event of a conflict, the documents shall take precedence in the order listed, with the first applicable document having the highest priority: (i) the Negotiation Record and Logistics Parameter; (ii) the Master Purchase Agreement; (iii) these General Terms and Conditions; (iv) Buyer’s Material Releases; (v) all other documents incorporated into or otherwise made a part of the Order by Buyer and issued by Buyer to Seller in connection with the Order; and (vi) Buyer’s Policies. Seller has read and understands the Terms of the Order and agrees to keep current regarding the terms of Buyer’s Policies.
Terms of the Order. This order shall run from the date last stated below for twelve (12) months ("Initial Order Term") and thereafter automatically renewed for twelve (12) months (each "Renewal Order Period", referred to as the Initial Order Term), "Order Term") unless (i) within the Initial Order Term the Company terminated without reason after 90 days 'notice, and the Company shall be responsible for all damages and losses of the Customer or (ii) at any reasonable reason which is satisfied to the Customer after 90 days' notice to the Customer. If the Customer does not terminate early for reasonable reasons, the Customer needs to pay the electricity fee for 3 months as a fine If the Customer evaluates that the custody benefit of the Company is significantly lower than (5% lower), the Customer shall have the right to unilaterally terminate the contract and remove the mining machine, the Company shall cooperate unconditionally, and shall be responsible for all relevant costs, expenses and damages.

Related to Terms of the Order

  • Terms of the Offer Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), Purchaser will accept for payment and pay for all Shares validly tendered prior to the Expiration Time and not validly withdrawn as permitted under Section 4—"Withdrawal Rights." The obligation of Purchaser to purchase Shares tendered in the Offer is subject to the satisfaction of the Minimum Tender Condition, the Financing Proceeds Condition and the other conditions set forth in Section 15—"Conditions of the Offer." Subject to the provisions of the Merger Agreement, Purchaser may waive any or all of the conditions to its obligation to purchase Shares pursuant to the Offer (other than the Minimum Tender Condition, which may only be waived with the prior written consent of Talbots). Pursuant to the Merger Agreement, we are required to extend the Offer beyond the initial Expiration Time (i) if, at the initial Expiration Time, any Offer condition has not been satisfied or waived, for a period of ten business days, and thereafter on any then-scheduled expiration date of the Offer, in consecutive increments of up to five business days and (ii) for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (which we refer to as the "SEC") or the staff thereof applicable to the Offer. In any case, we will not be required to extend the Offer beyond the earliest to occur of (i) the valid termination of the Merger Agreement, (ii) three business days after the date on which the SEC has, orally or in writing, confirmed that it has no further comments on the proxy statement to be filed by Talbots in connection with the adoption of the Merger Agreement, including by informing Talbots that it does not intend to review the proxy statement (the "Proxy Statement Clearance Date") and (iii) October 24, 2012. As of the date of this Offer to Purchase, the Rights do not trade separately. Accordingly, by tendering Common Stock you are automatically tendering the associated Rights. If, however, a distribution date occurs, as described herein under Section 7—"Certain Information Concerning Talbots," tendering stockholders will be required to deliver separate certificates evidencing the Rights with the Common Stock (or confirmation of book-entry transfer, if available, of such Rights). If at any then-scheduled expiration time of the Offer (i) any Offer condition has not been satisfied or waived (to the extent waivable by Parent and Purchaser) and (ii) three business days have elapsed since the Proxy Statement Clearance Date, then Purchaser may irrevocably and unconditionally terminate the Offer or Talbots may cause Purchaser to irrevocably and unconditionally terminate the Offer at the then-scheduled expiration time of the Offer. If the Offer is terminated as described in the foregoing sentence, subject to the terms and conditions of the Merger Agreement, Talbots will proceed with and take all actions necessary to hold the stockholders' meeting to approve the Merger in accordance with the terms of the Merger Agreement. Subject to the applicable rules and regulations of the SEC and the provisions of the Merger Agreement, Purchaser expressly reserves the right, in its sole discretion, at any time or from time to time, to (i) extend the Offer if any of the conditions set forth in Section 15—"Conditions of the Offer" have not been satisfied, (ii) waive any condition to the Offer (other than the Minimum Tender Condition) or (iii) modify the terms of the Offer (including by increasing the Offer Price), in each case by giving oral or written notice of such extension, termination, waiver or amendment to the Depositary and by making a public announcement thereof. If we extend the Offer, are delayed in our acceptance for payment of or payment (whether before or after our acceptance for payment for Shares) for Shares or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described herein under Section 4—"Withdrawal Rights." However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to promptly pay the consideration offered or return the securities deposited by or on behalf of stockholders promptly after the termination or withdrawal of the Offer. If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act. The minimum period during which an offer must remain open following material changes in the terms of the Offer or information concerning the Offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes. In the SEC's view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and with respect to a change in price or a change in percentage of securities sought, a minimum ten business day period generally is required to allow for adequate dissemination to stockholders and investor response. Accordingly, if, prior to the Expiration Time, Purchaser decreases the number of Shares being sought or increases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the tenth business day from the date that notice of such increase or decrease is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such tenth business day. If, on or before the Expiration Time, we increase the consideration being paid for Shares accepted for payment in the Offer, such increased consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of the increase in consideration. Any extension, delay, termination, waiver or amendment of the Offer will be followed as promptly as practicable by public announcement thereof, such announcement in the case of an extension to be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which Purchaser may choose to make any public announcement, Purchaser shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service. As used in this Offer to Purchase, "business day" means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized to close in the City of New York, and shall consist of the time period from 12:01 AM through 12:00 midnight, New York City time. Talbots has provided Purchaser with Talbots' stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on Talbots' stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency's security position listing.

  • Disputes Resolution It is the intent of the parties to communicate on a regular basis in a positive and effective manner. The parties agree to communicate areas of concern as they arise and to address those concerns in a professional manner. Any disputes between the Commission and the School which arise under, or are by virtue of, this Contract and which are not resolved by mutual agreement, shall be decided by the full Commission in writing, within 90 calendar days after a written request by the School for a final decision concerning the dispute; provided that where a disputes resolution process is defined for a particular program area (e.g., IDEA, Section 504, etc.), the Parties shall comply with the process for that particular program area; and further provided that the parties may mutually agree to utilize the services of a third-party facilitator to reach a mutual agreement prior to decision by the full Commission. Subject to the availability of an appeal under Ch. 302D, HRS, or BOE administrative rules or procedures, any such decision by the full Commission shall be final and conclusive.

  • Resolution of Disputes Any dispute or disagreement which may arise under, or as a result of, or in any way related to, the interpretation, construction or application of this Agreement shall be determined by the Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.