Manufacturing Relationships. Section 2.14(p) of the Company Disclosure Schedule sets forth a complete and correct description of each and every (1) foundry relationship, wafer and circuit board manufacturing and fabricating agreement, understanding or commitment, (2) purchase, supply or service agreement, understanding or commitment, whether written or oral, for integrated circuit dies, circuit boards or devices used by or in connection with the Company's business, in whole or in part, and (3) any other agreements or contracts, whether written or oral, under which the Company obtains services or products for use in producing the Company's finished products involving payments over a twelve (12) month period in excess of Fifty Thousand Dollars ($50,000) or which otherwise is material (collectively with (1) and (2) "Supply Contracts"). The Company has delivered to Parent a correct and complete copy of each Supply Contract and provided a written summary of each oral Supply Contract. There are no fees, penalties, price uplifts, shortfall payments, xxxx backs or other amounts outstanding under such Supply Contracts. The quantities available for purchase and the prices required to be paid under each written Supply Contract described in clauses (1) and (2) above are as stated in such Supply Contract or is summarized in Section 2.14(p) of the Company Disclosure Schedule. Each manufacturing or service site that requires qualification under the terms of a Supply Contract is qualified, and no unresolved differences with respect to product or process specifications remains outstanding. All manufacturing or service terms and conditions are as they appear to be on the face of the Supply Contracts. The Company has not received any written or oral notice from the other party to any Supply Contract, or from any other supplier to the Company, to the effect that such party will not accept purchase orders from the Company on such terms, conditions and quantities consistent with past practices. To the knowledge of the Company, no condition exists that would permit a termination or a change of such Supply Contracts by the other party under such Supply Contract. Section 2.14(p) of the Company Disclosure Schedule sets forth correct manufacturing information since July 30, 1999 regarding yields under the Supply Contracts.
Manufacturing Relationships. Neither the Company nor any of its Subsidiaries has received any notice, claim or assertion from or with respect to any original equipment manufacturer counterparty of the Company or its Subsidiaries regarding any intention of such party to either discontinue its relationship with the Company or its Subsidiaries or develop or market products in competition with the Company or its Subsidiaries.
Manufacturing Relationships. To the knowledge of Seller, as of the date of this Agreement, neither Seller nor any Seller Party has received any notice of termination or intent to terminate (or otherwise materially reduce its relationship with the Business) from any co-packer or contract manufacturer listed on Section 3.17 of the Seller Disclosure Letter.
Manufacturing Relationships. “Manufacturing Supply Contracts” means each and every (i) foundry relationship, wafer, semiconductor device, packaging or circuit board manufacturing and fabricating contract, whether written or oral, (ii) integrated circuit die or device purchase, supply or service contract, whether written or oral, used by or in connection with the Company’s business, in whole or in part, (iii) any other contracts, whether written or oral under which Company obtains services, products, components, or peripherals for use in producing Company’s finished products, or (iv) any contracts, whether written or oral, under which Company has agreed to make, or have made, import or sell products on behalf of or to another person that were designed in any respect by another person. Section 2.15(q) of the Company Disclosure Schedule sets forth a list of each and every vendor whose relationship with Company constitutes a Manufacturing Supply Contract, as well as a brief description of any oral or unwritten commitments or understandings that apply to such relationships. Company has not entered into any contract where Company may sell or otherwise distribute any product supplied by another person except for products designed by Company. There are no fees, penalties, price uplifts, shortfall payments, xxxx backs or other amounts outstanding under Manufacturing Supply Contracts. Other than open purchase orders, there are no written Manufacturing Supply Contracts. . Each manufacturing or service site that requires qualification to meet Company’s own qualification standards is qualified, and no unresolved differences with respect to product or process specifications remains outstanding. There are no modifications, whether written, oral or otherwise, of any Manufacturing Supply Contract that make the terms of such Manufacturing Supply Contract less favorable to Company. Company has not received any written or to its knowledge oral notice from any of the vendors listed on Section 2.15(q) of the Company Disclosure Schedule to the effect that such party will not accept purchase orders from Company on terms, conditions, prices and quantities consistent with past practices. Prices required to be paid for products or services under open purchase orders are consistent with the face of such purchase orders. No condition exists that permits a termination or change of purchase orders by the other party under such Manufacturing Supply Contract.
Manufacturing Relationships. To the Knowledge of Seller, as of the date of this Agreement, the Company has not received any notice of termination or intent to terminate (or otherwise materially reduce its relationship with the Business) from any Supplier or manufacturer of Products.
Manufacturing Relationships. The Company has not received any --------------------------- notice, claim or assertion from or with respect to any OEM counterparty of the Company regarding any intention of such OEM party to either discontinue its relationship with the Company or develop or market products in competition with the Company.
