Customers of the Seller Sample Clauses

Customers of the Seller. Except as set forth on Schedule 3.23 of the Disclosure Schedule, the Seller does not know of any fact, condition or event (including, without limitation, the consummation of the transactions contemplated herein) which would adversely affect the relationship of the Seller with any existing customer.
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Customers of the Seller. Section 4.16 of the Disclosure Schedule contains an accurate and complete list of the ten (10) largest customers of the Seller during the last twelve months (the "KEY CUSTOMERS"), based on the net revenues derived from such customers during such period. The parties acknowledge that certain Key Customers are competitors of the Buyer and there may be adverse effects on the Buyer's continuing relationship with these customers due to the consummation of this transaction. To the best of the Seller's knowledge, except as set forth in Section 4.17 of the Disclosure Schedule, the Seller's relationship with the Key Customers and its other customers and accounts is good and the Seller does not know of any fact, condition or event (including, without limitation, the consummation of the transactions contemplated herein) which would have a Material Adverse Effect on the relationship of the Seller with its customers generally or with any Key Customer identified in Section 4.17 of the Disclosure Schedule.
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Customers of the Seller. To the Seller's knowledge, the Seller's and the Subsidiary's relationship with the parties to the Material Contracts is good, and the Seller does not know of any fact, condition, or event that would adversely affect the relationship of the Seller or the Subsidiary with such parties.
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Customers of the Seller. Schedule 3.22 of the Disclosure Schedules sets forth with respect to the Web Assets (i) each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $10,000 for each of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. Seller has not received any notice, and has no reason to believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services related to the Web Assets or to otherwise terminate or materially reduce its relationship related to the Web Assets.
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Related to Customers of the Seller

  • Covenants of the Sellers Each Seller, severally and not jointly, covenants with each Underwriter as follows:

  • Covenants of the Seller The Seller covenants with the Purchaser as follows:

  • By the Seller Subject to Section 7.1(E) hereof, the Seller shall indemnify, save, defend and hold harmless the Parent and Buyer and their respective shareholders, directors, officers, partners, agents and employees (collectively, the "Buyer Indemnified Parties") from and against any and all costs, lawsuits, losses, liabilities, deficiencies, claims and expenses, including interest, penalties, attorneys' fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively referred to herein as "Damages"), (i) incurred in connection with or arising out of or resulting from or incident to any breach of any covenant, breach of warranty as of the Effective Date, or the inaccuracy of any representation as of the Effective Date, made by the Seller in or pursuant to this Agreement or the Ancillary Agreements, or any other agreement contemplated hereby or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by the Seller under this Agreement, (ii) based upon, arising out of, or otherwise in respect of any liability or obligation of the Business or relating to the Assets (a) relating to any period prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities, or (b) arising out of facts or circumstances existing prior to the Effective Date, other than those Damages based upon or arising out of the Assumed Liabilities; provided however, that the Seller shall not be liable for any such Damages to the extent, if any, such Damages result from or arise out of a breach or violation of this Agreement by any Buyer Indemnified Parties, and (iii) any liability under the Securities Act, the Exchange Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a Material fact relating to the Seller, and provided to Parent or its counsel by the Seller, contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a Material fact relating to the Seller required to be stated therein or necessary to make the statements therein not misleading, provided however, that such indemnity shall not inure to the benefit of Parent and Buyer to the extent such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and Seller provided, in writing, corrected information to Parent and Parent's counsel for inclusion in the Final Prospectus, and such information was not included or properly delivered.

  • Obligations of the Seller The obligations of the Seller under this Agreement will not be affected by reason of any invalidity, illegality or irregularity of the 2016-A Exchange Note or any 2016-A Lease or 2016-A Vehicle allocated to the 2016-A Reference Pool.

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • Representations of the Seller The Seller represents and warrants to the Buyer as follows:

  • Responsibilities of the Seller Anything herein to the contrary notwithstanding:

  • Actions by the Sellers Upon termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to any Serviced Appointment subject to such termination, the Sellers may (A) terminate, or consent to the termination of, any Serviced Corporate Trust Contract relating to such Serviced Appointment, (B) sell, transfer, assign, or otherwise dispose of any such Serviced Appointment, or resign (or consent to removal) from any such Serviced Appointment, or (C) agree to do any of the foregoing.

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

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