Material Customers; Material Vendors Sample Clauses
The 'Material Customers; Material Vendors' clause identifies and defines the most significant customers and suppliers of a business, typically by setting a threshold based on revenue or purchase volume. In practice, this clause requires the company to disclose the names and details of customers or vendors that account for a substantial portion of its sales or purchases, such as those contributing more than a specified percentage of annual revenue. Its core function is to provide transparency about key business relationships, allowing parties to assess potential risks related to customer or supplier concentration.
Material Customers; Material Vendors. (a) Section 5.12(a) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement of the 20 largest customers (each, a “Material Customer”) of the Company and its Subsidiaries, taken as a whole, based on revenue recognized from such customers during the period commencing on October 1, 2019 and through November 30, 2020 (the “Material Customer/Vendor Measurement Period”), showing the aggregate amount of revenue recognized from such Material Customer during such period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Customer. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or reduce purchases from the Company or any of its Subsidiaries.
(b) Section 5.12(b) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement of the 20 largest vendors (each, a “Material Vendor”) of the Company and its Subsidiaries, taken as a whole, based on amounts paid by the Company and its Subsidiaries to such vendor (excluding any offsets) during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Vendor. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or reduce its provision of goods or services to the Company and its Subsidiaries.
Material Customers; Material Vendors. (a) Seller has made available to Purchaser a true, correct and complete list of the currently active customers of the Target Entities from which the Target Entities derived revenues of at least $250,000 in the twelve (12) months ending December 31, 2018 (the “Material Customers”). No Material Customer has (i) terminated, cancelled or failed to renew, or given the Target Entities written, or, to the knowledge of Seller, oral notice or other communication of its intention to terminate, cancel or fail to renew, its business relationship with the Target Entities (whether or not subject to a Contract) or (ii) materially changed, or given the Target Entities notice or other communication of its intention to materially change, its business dealings with the Target Entities.
(b) No currently active vendors of the Target Entities from which the Target Entities made aggregate purchases of goods or services of at least $250,000 in the twelve (12) months ending December 31, 2018 (the “Material Vendors”) has (i) terminated, cancelled or failed to renew, or given the Target Entities notices of its intention to terminate, cancel or fail to renew its business relationship with the Target Entities (whether or not subject to a Contract) or (ii) materially changed, or given the Target Entities notice of its intention to materially change, its business dealings with the Target Entities.
Material Customers; Material Vendors. (i) Except as set forth on Section 5.1(x)(i) of the Company Disclosure Schedules or as would not, individually or in the aggregate, have a Material Adverse Effect, during the past twelve (12) months prior to the date hereof, (A) the Company has not been, and is not currently, engaged in any Action with any Material PS Customer or Material GPO Customer, and (B) the Company has not received any notice from any Material PS Customer or Material GPO Customer expressly stating any intention to terminate its relationship with the Company or alleging breach of such any such Material PS Customer or Material GPO Customer’s, as applicable, underlying agreement with the Company or its Subsidiary.
(ii) Except as set forth on Section 5.1(x)(ii) of the Company Disclosure Schedules or as would not, individually or in the aggregate, have a Material Adverse Effect, during the past twelve (12) months prior to the date hereof, (A) the Company has not been, and is not currently, engaged in any Action with any Material Vendor. Except as would not, individually or in the aggregate, be material to the Company, taken as a whole, and (B) the Company has not received any written notice from any Material Vendor expressly stating any intention to terminate its relationship with the Company or alleging breach of such Material Vendor’s underlying agreement with the Company or its Subsidiary.
Material Customers; Material Vendors. (a) Since June 30, 2025 and through the date of this Agreement, (i) no member of the Company Group has received a written notice, or to the Knowledge of Seller, other communication, that any Material Customer intends to suspend, terminate or materially modify the business relationship between any member of the Company Group and any Material Customer (excluding, for the avoidance of doubt, any customary credit holds in the ordinary course of business); and (ii) no member of the Company Group has been, or is currently, in a material dispute with any Material Customer.
(b) Since June 30, 2025 and through the date of this Agreement, (i) no member of the Company Group has received a written notice, or to the Knowledge of Seller, other communication, that any Material Vendor intends to suspend or terminate or materially modify the business relationship between any member of the Company Group and any Material Vendor and (ii) no member of the Company Group has been, or is currently, in a material dispute with any Material Vendor.
Material Customers; Material Vendors. (a) Section 5.18(a) of the Disclosure Schedule sets forth a true, correct and complete list of the Material Customers. In the past two (2) years, there has been no (i) suspension or termination of, or materially adverse change to, the business relationship between any Group Company or any of its Affiliates (to the extent related to the business of any Group Company) and any Material Customer, material reduction in purchase of products or services from the Group Companies by the Material Customer, written notice from any Material Customer that such customer intends to terminate or cancel a Material Contract to which a Group Company is a party, or, to the Knowledge of the Seller, indication of any intent by any Material Customer to initiate or effect any of the foregoing and (ii) no Group Company or, to the extent relating to the business of the Group Companies, has engaged, or is engaging, in a material dispute with any Material Customer in a manner that would reasonably be expected to materially impact the Group Companies’ business.
(b) Section 5.18(b) of the Disclosure Schedule sets forth a true, correct and complete list of the Material Vendors. In the past two (2) years, there has been no (i) suspension or termination of, or materially adverse change to, the business relationship between any Group Company or any of its Affiliates (to the extent related to the business of any Group Company) and any Material Vendor, material reduction in supply of products or services to the Group Companies by the Material Vendor, written notice from any Material Vendor that such vendor intends to terminate or cancel any Material Contract to which a Group Company is a party, or, to the Knowledge of the Seller, indication of any intent by any Material Vendor to initiate or effect any of the foregoing and (ii) no Group Company has engaged, or is engaging, in a material dispute with any Material Vendor in a manner that would reasonably be expected to materially impact the Group Companies’ business.
Material Customers; Material Vendors. (i) Section 3.1(24)(a)(i) of the Company Disclosure Letter sets out a complete and accurate list of the Material Customers and (ii) Section 3.1(24)(a)(ii) of the Company Disclosure Letter sets out a complete and accurate list of the Material Vendors, in each case as of the date hereof.
(b) Since January 1, 2022, to the knowledge of the Company (i) there has been no material suspension or termination of, or materially adverse change to, the business relationship between the Company or any of its Subsidiaries and any Material Customer and (ii) neither the Company nor any of its Subsidiaries has been engaged, or is currently engaged, in a material dispute with any Material Customer.
(c) Since January 1, 2022, to the knowledge of the Company (i) there has been no material suspension or termination of, or materially adverse change to, the business relationship between the Company or any of its Subsidiaries and any Material Vendor and (ii) neither the Company nor any of its Subsidiaries has been engaged, or is currently engaged, in a material dispute with any Material Vendor.
Material Customers; Material Vendors