Separate Transactions. All purchase orders shall be subject to written acceptance by Seller. Each shipment shall constitute a separate and independent transaction and Seller may recover for each such shipment without reference to any other shipment. If Buyer is in default of any term or condition of these Terms, Seller may, at its option, without waiving its right to terminate these Terms, defer further shipments hereunder until such default is remedied or, in addition to any other right or remedy at law or in equity, Seller may decline further performance of these Terms. Seller may furthermore delay or refuse to ship the Product(s) to Buyer if Buyer delays delivery, is in breach of any provision of these Terms, or if in Seller’s opinion the delivery or use of the Product(s) may result in an environmental, health or safety danger or hazard. Seller may, but shall not be obligated to, grant credit terms to Buyer. Acceptance of any order is subject to final credit approval by Seller. If, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired, Seller may, without notice to Buyer, suspend credit, cancel any unfilled orders, and/or decline to make further deliveries under these Terms except upon receipt, before shipment, of payment in full or satisfactory security for such payment. Buyer agrees, upon request, to provide Seller with its most recent financial statements and such other evidence of corporate and financial standing as Seller may reasonably request from time to time to evaluate Buyer’s creditworthiness.
Separate Transactions. Two (2) separate transactions will appear on the payer’s personal card statement: one (1) for the tuition or related educational fee and one (1) for the Service Fee.
Separate Transactions. Seller and Purchaser intend and agree that for federal and state income tax purposes the sale or Exchange of an individual Transferred Asset does not take place until the Closing for such Transferred Asset, and agree to report the transactions accordingly.
Separate Transactions. Adjustments: If Separate Transactions Adjustments apply to any Spin-off with respect to a Transaction, as of the ex-dividend date for such Spin-off, such Transaction shall be considered two separate Transactions, each with terms identical to the original Transaction (the “Original Transaction”), except that: (i) the “Shares” for the Original Transaction (the “Original Shares Transaction”) shall be the Original Shares and the “Shares” for the other transaction (the “Spin-off Shares Transaction”) shall be the Spin-off Shares, (ii) the Number of Shares for each Component of the Original Shares Transaction shall remain unchanged from the Number of Shares for such Component of the Original Transaction, (iii) the Number of Shares for each Component of the Spin-off Shares Transaction shall equal the product of (A) the Number of Shares for such Component of the Original Transaction (as in effect immediately prior to the ex-dividend date for such Spin-off) and (B) the number of Spin-off Shares that a holder of one share of Original Shares would have owned or been entitled to receive in connection with such Spin-Off, (iv) the Put Strike Price and the Call Strike Price for each of the Original Shares Transaction and the Spin-off Shares Transaction shall be adjusted by the Calculation Agent to reflect the relative market values per share and dividend practices of the Original Shares and the Spin-off Shares immediately following the ex-dividend date for such Spin-off, as determined by the Calculation Agent, and (v) the Calculation Agent shall make adjustments to any terms of each of the Original Shares Transaction and the Spin-off Shares Transaction as the Calculation Agent determines appropriate (including, without limitation, adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Original Shares, the Spin-off Shares, the Original Shares Transaction or to the Spin-off Shares Transaction) to preserve the theoretical fair value of such Original Transaction to Dealer and Counterparty. Following a Spin-off to which Separate Transactions Adjustments are applicable with respect to a Transaction, this Master Confirmation and the Supplemental Confirmation for such Transaction shall apply in all respects (except as provided above) to both the Original Shares Transaction and the Spin-off Shares Transaction as if each were a separate Transaction under the Agreement. As of the ex-dividend date of any subsequent Spin-off,...
Separate Transactions. Each Transaction is independent, separate and discrete from each other Transaction for Tax and accounting purposes and asset conveyance documentation. Notwithstanding such separate treatment, no Transaction may close without all Transactions closing at the same time (but, for the avoidance of doubt, certain Assigned Contracts, Assigned Government Contracts and the Environmental Permits set forth on Schedule 6.9 may be assigned or transferred after the Closing Date in accordance with this Agreement).
Separate Transactions. Each shipment shall constitute a separate and independent transaction and Seller may recover for each such shipment without reference to any other. If Buyer is in default of any term or condition of this Agreement, Seller may, at its option, without waiving its right to terminate this Agreement, defer further shipments hereunder until such default is remedied (in which event Seller may elect to extend the term of this Agreement for a period of time equal to the period of time during which shipments were so deferred), or, in addition to any other right or remedy at law or in equity, Seller may decline further performance of this Agreement. Seller may furthermore delay or refuse to ship Product to Buyer if Buyer delays delivery or if in Seller’s opinion the delivery or use of Product may result in an environmental health or safety danger or hazard. If, in the judgment of Seller, the financial responsibility of Buyer shall at any time become impaired, Seller may suspend credit, cancel any unfilled orders, and/or decline to make further deliveries under this Agreement except upon receipt, before shipment, of payment in cash or satisfactory security for such payment.
Separate Transactions. The Parties acknowledge and agree that the Company Stockholder Approval will cover a number of proposals and those proposals may receive different voting outcomes. Therefore, notwithstanding anything to the contrary in this Agreement, including in Article VII or Article VIII, (a) if the Company Stockholder Approval with respect to the issuance of the Resulting Shares is obtained, and all other conditions to Closing applicable to the Note Exchange and the issuance of the Resulting Shares are satisfied or waived (other than any conditions relating to the COD Amendment and the issuance of the COD Shares), then, at Red Mountain’s option, notwithstanding any failure of the Company Stockholder Approval with respect to the COD Amendment or the issuance of the COD Shares, the Parties shall be obligated to consummate the Note Exchange and the other transactions contemplated by Section 2.1(e) other than those relating to the COD Amendment (and the COD Amendment shall be deemed abandoned), and (b) in the event that the Company Stockholder Approval with respect to the COD Amendment and the issuance of the COD shares is obtained, and all other conditions to Closing applicable to the COD Amendment and the issuance of the COD Shares are satisfied or waived (other than any conditions relating to the Note Exchange and the issuance of the Resulting Shares), then, at Red Mountain’s option, notwithstanding any failure of the Company Stockholder Approval with respect to the issuance of the Resulting Shares, the Parties shall be obligated to make the COD Amendment effective and consummate the other transactions contemplated by Section 2.1(e) other than those relating to the Note Exchange (and the Note Exchange shall be deemed abandoned), in each case, unless (x) the Parties otherwise mutually agree or (y) the Company is eligible to terminate this Agreement for a reason unrelated to a failure of the Company Stockholder Approval or any consequence thereof with respect to the COD Amendment or the issuance of the COD Shares (in the case of clause (a)) or the issuance of the Resulting Shares (in the case of clause (b)). In the event that the Note Exchange is consummated or the COD Amendment is made effective in accordance with this Section 8.4, the “Closing” under this Agreement shall be deemed to have occurred, all other transactions contemplated by this Agreement that are reasonably necessary to give effect to or otherwise carry out the Note Exchange or the COD Amendment, as the c...
Separate Transactions. 8 Section 2.16. Eligible Receivables.......................................................................8 Section 2.17. Payments and Computations, Etc.............................................................9
Separate Transactions. The Seller, the Originator, the Purchaser and the Administrative Agent acknowledge that the parties are entering into the transactions described in this Agreement in reliance on the Seller's identity as a separate legal entity from the Originator. The Originator and the Seller agree to (a) maintain the Seller's identity as a separate legal entity and (b) not to make any representation to any third party as to the Seller's identity which might be construed to be in conflict with the Seller's existence as an entity with assets and liabilities distinct from those of the Originator.
Separate Transactions. Each Owner is entering into a separate sale or lease of its Rolling Stock to Swift Leasing.
