Customers; Suppliers Clause Samples

Customers; Suppliers. (a) Schedule 3.21 attached hereto sets forth, with respect to (i) the previous fiscal year of Company and (ii) the last four fiscal quarters of Company, a list of (a) the ten (10) largest customers of Company (based on dollar amounts purchased from Company) for each such period and the dollar amount derived from each of them during each such period (“Key Customers”), and (b) the ten (10) largest suppliers of Company (based on dollar amounts purchased by Company) for each such period and the dollar amount paid to each of them during each such period (“Key Suppliers”). As of the date of this Agreement, Company has no reason to believe that any of the Key Customers or Key Suppliers has plans to, nor has it received any notice or indication (whether written or oral) of the intention of any of the Key Customers or Key Suppliers to, cease doing business or reduce in any material respect the business transacted with Company. As of the Closing Date, Key Customers and Key Suppliers will not have ceased doing business or reduced in any material respect the business transacted by them with Company, nor will Key Customers and Key Suppliers have given Company notice of their plans or intentions to cease doing business or to reduce in any material respect the business transacted with Company, except as has not had, and would not be reasonably expected to have, a Material Adverse Effect. Since December 31, 2011 through the date hereof, there has been no material adverse change in the business relationship of Company with any Key Customer or Key Supplier. From the date hereof through Closing, there will be no material adverse change in the business relationship of Company with any Key Customer or Key Supplier, except as has not had, and would not be reasonably expected to have, a Material Adverse Effect. All deliveries of Company Products to all customers of Company have complied with the requirements of the relevant customer with respect to code dates or expiration dates. (b) For the past five years, neither Company nor any director, officer, employee or agent of Company, nor any other person associated with or acting for or on behalf of Company has directly or indirectly made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any person, private or public, regardless of form, whether in money, property or services and that is or was illegal under applicable Law (a) to obtain favorable treatment in securing business, (b) to pa...

Customers; Suppliers. (a) Since December 31, 2012, other than in the Ordinary Course of Business, no Material Customer has (i) canceled or terminated any Contract with the Company or the Company Subsidiary, (ii) materially decreased the amount of services, supplies or materials it is willing to accept from the Company or the Company Subsidiary, (iii) materially decreased the price such Material Customer pays for services, supplies or materials provided by the Company or the Company Subsidiary or changed payment terms or (iv) provided the Company or the Company Subsidiary written notice of any plan or intention, or to the Knowledge of the Sellers, has threatened to terminate or cancel its Contract, materially decrease the amount of Company services, supplies or materials it is willing to accept or materially decrease the price such Material Customer pays for services, supplies or materials of the Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Customers are on an arms’-length basis, and none of the Material Customers is an Affiliate of or Related Party to the Company, any of the Sellers or owners of the Sellers. (b) Since December 31, 2012, other than in the Ordinary Course of Business, no Material Supplier has (i) canceled or terminated any Contract with Company or the Company Subsidiary, (ii) materially decreased the amount of services, supplies or materials it is willing to provide to Company or the Company Subsidiary, (iii) materially increased the price of services, supplies or materials provided to Company or the Company Subsidiary or changed payment terms or (iv) provided the Company or the Company Subsidiary written notice of any plan or intention, or to the Knowledge of the Company, has threatened to terminate or cancel its Contract, materially decrease its services, supplies or materials to Company or the Company Subsidiary or materially increase the price of its services, supplies or materials to Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Suppliers are on an arms’-length basis, and none of the Material Suppliers is an Affiliate of or Related Party to the Company or the Company Subsidiary, any of the Sellers or owners of the Sellers.

Customers; Suppliers. The Executive does not have, and at any time during the Term shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any client or customer of or supplier to the Company, other than the ownership of less than five percent (5%) of the securities of any class of corporation whose shares are listed or admitted to trade on a national securities exchange or are quoted on Nasdaq or a similar means if Nasdaq is no longer providing such information.

Customers; Suppliers. (a) Between the Balance Sheet Date and the date of this Agreement, there has not been (i) any material adverse change in the business relationship of the Company or its Subsidiaries with any Major Customer, or (ii) any change in any material term (including credit terms) of the sales agreements or related arrangements with any Major Customer. During the three (3) years preceding the date hereof, neither the Company nor any of its Subsidiaries has received any written customer complaint concerning its products and services, nor has it had any such products returned by a purchaser thereof, other than complaints seeking repair or replacement made in the ordinary course of business that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (b) Between the Balance Sheet Date and the date of this Agreement, there has not been (i) any material adverse change in the business relationship of the Company or its Subsidiaries with any Major Supplier, or (ii) any change in any material term (including credit terms) of the supply agreements or related arrangements with any Major Supplier.

Customers; Suppliers. Executive does not have, and at any time during the Employment Period shall not have, any employment with or knowingly acquire or retain any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or supplier to the Company or any of its Subsidiaries. Nothing in this Section 13(a) shall prohibit Executive from acquiring or holding not more than three percent (3%) of the outstanding common stock of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

Customers; Suppliers. (a) Schedule 4.18(a) sets forth an accurate and complete list of each customer who, in the twelve (12)-month period ended September 30, 2021, was estimated to be one of the ten (10) largest sources of revenues for the Business, based on amounts paid or payable to the Company and its Subsidiaries (each, a “Significant Customer”). None of the Company or its Subsidiaries has any outstanding disputes with a Significant Customer, and, to the Knowledge of Company, none of the Company or its Subsidiaries has received written or oral notice of the intention of a Significant Customer to seek to materially reduce the scale of the business conducted with the Company or its Subsidiaries as it relates to the Business. To the Knowledge of Company, as of the date of this Agreement, none of the Company or its Subsidiaries has received written notice from any Significant Customer that such customer shall not continue as a customer of the Business after the Closing or that such customer intends to terminate or materially modify any existing Material Contract with the Company or its Subsidiaries (or Purchaser). (b) Schedule 4.18(b) sets forth an accurate and complete list of each supplier who, in the twelve (12)-month period ended September 30, 2021, was estimated to be one of the ten (10) largest suppliers of the Business, based on amounts paid or payable by the Company and its Subsidiaries (each a “Significant Supplier”). To the Knowledge of Company, as of the date of this Agreement, none of the Company or its Subsidiaries has received any oral or written notice from any Significant Supplier that such supplier shall not continue as a supplier of the Business after the Closing or that such supplier intends to terminate or materially modify existing Transferred Contracts with the Company or its Subsidiaries (or Purchaser).

Customers; Suppliers. Except as disclosed or contemplated in the SEC Reports, none of the Company’s customers accounting for more than ten percent (10%) of the Company’s net revenues, as referenced in the Annual Report (each, a “Key Customer”), has informed the Company that it intends to terminate its purchase agreement with the Company, and the Company has not informed any Key Customer that it intends to terminate its purchase agreement with such Key Customer since such Key Customer’s last purchase order with the Company. Except as disclosed or contemplated in the SEC Reports, none of the Company’s suppliers accounting for more than ten percent (10%) of the Company’s net revenues, as referenced in the Annual Report (each, a “Key Supplier”), has terminated, or informed the Company that it intends to terminate its supply agreement with the Company, and the Company has not informed any Key Supplier that it intends to terminate its supply agreement with such Key Supplier since the date of the Company’s last purchase order with such Key Supplier.

Customers; Suppliers. The relationships of the Company and its Subsidiaries with their respective customers and suppliers are maintained on commercially reasonable terms. Since December 31, 2004, no customer or supplier of the Company or its Subsidiaries has canceled, materially modified, or otherwise terminated its relationship with the Company or its Subsidiaries or decreased materially its usage or purchase or supply of the services or products of the Company or its Subsidiaries, except for such modifications and terminations which, individually and in the aggregate, have not had, and cannot reasonably be expected to have, a Material Adverse Effect, nor does any customer or supplier have, to the Company's knowledge, any plan or intention to do any of the foregoing. The Company has no reason to believe that any of its or its Subsidiaries' suppliers will experience a manufacturing disruption, a failure to dedicate adequate resources to the production, assembly or testing of the Company's or its Subsidiaries' products, or financial instability, or that any such supplier will be unable to successfully transition its manufacturing capabilities to the future needs of the Company and its Subsidiaries.

Customers; Suppliers. The Executive does not have, and at any time during the Term shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any client or customer of or supplier to the Company, other than (a) the ownership of less than five percent (5%) of the securities of any class of corporation whose shares are listed or admitted to trade on a national securities exchange or are quoted on Nasdaq or a similar means if Nasdaq is no longer providing such information or (b) as otherwise set forth on Schedule A attached hereto.