Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group does not exceed an amount which can reasonably be expected to be filled in the Ordinary Course, and the aggregate of all Contracts or commitments for the purchase of products by the Company Group does not exceed an amount which is reasonable for its anticipated volumes of business. No customer has asserted any written or, to the knowledge of the Seller Parties, oral claim, (that has not been resolved) to return merchandise of the Company Group by reason of alleged over-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Course. There is no merchandise in the hands of customers under any agreement that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company Group’s Contracts. The Seller Parties do not have knowledge that the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company Group’s merchandise.
Appears in 1 contract
Sources: Securities Purchase Agreement (Chefs' Warehouse, Inc.)
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group does not exceed an amount which can reasonably be expected to be filled in the Ordinary Courseordinary course of business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts contracts or commitments for the purchase of products by the Company Group does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, contracts and commitments were made in the ordinary course of business). No customer has asserted any written or, to the knowledge As of the Seller Partiesdate of this Agreement, oral claimthere are no asserted, (that has not been resolved) or if unasserted, sustainable, claims to return merchandise of the Company Group by reason of alleged over-shipmentsovershipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Course. There is no merchandise in the hands of customers under any agreement understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company Group’s ContractsCompany's contracts. The Seller Parties do Company does not know or have knowledge reason to believe that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company Group’s Company's merchandise.
Appears in 1 contract
Sources: Stock and Membership Interest Purchase Agreement (Performance Food Group Co)
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group Temple does not exceed an amount which can reasonably be expected to be filled in the Ordinary Courseordinary course of business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts contracts or commitments for the purchase of products by the Company Group Temple does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, contracts and commitments were made in the ordinary course of business). No customer has asserted any written orAs of the date of this Agreement, there are no asserted, or if unasserted, to the knowledge of the Seller PartiesTemple, oral claimsustainable, (that has not been resolved) claims to return merchandise of the Company Group Temple by reason of alleged over-shipmentsovershipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Course. There is no merchandise in the hands of customers under any agreement understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company Group’s ContractsTemple's contracts. The Seller Parties do does not know or have knowledge reason to believe that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company Group’s Temple's merchandise.
Appears in 1 contract
Sources: Asset Purchase Agreement (Performance Food Group Co)
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group Parent, Queensgate and Beverage does not exceed an amount which can reasonably be expected to be filled in the Ordinary Courseordinary course of the Business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts or commitments for the purchase of products by the Company Group Parent, Queensgate and Beverage does not exceed an amount which is reasonable for its anticipated volumes of business. No customer has asserted any written orbusiness (all of which orders, to Contracts and commitments were made in the knowledge ordinary course of the Seller PartiesBusiness). There are no asserted, oral claimor if unasserted, (that has not been resolved) sustainable, claims to return merchandise of the Company Group Parent, Queensgate or Beverage by reason of alleged over-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Course. There is no merchandise in the hands of customers Seller Customers under any agreement understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company GroupParent’s, Queensgate’s or Beverage’s Contracts. The Seller Parties do not have knowledge None of Parent, Queensgate or Beverage knows or has reason to believe that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company GroupParent’s, Queensgate’s or Beverage’s merchandise.
Appears in 1 contract
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group Seller does not exceed an amount which can reasonably be expected to be filled in the Ordinary Courseordinary course of business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts or commitments for the purchase of products by the Company Group Seller does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, Contracts and commitments were made in the ordinary course of business). No customer has There are no asserted any written or, to the knowledge of the Seller Parties, oral claim, (that has not been resolved) or un-asserted claims to return merchandise of the Company Group Seller by reason of alleged over-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Course. There is no merchandise in the hands of customers Customers under any agreement understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company GroupSeller’s Contracts. The No Seller Parties do not have knowledge Party Knows or has reason to believe that the execution and delivery of this Agreement Agreement, or the consummation of the transactions contemplated hereby hereby, will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company GroupSeller’s merchandise.
Appears in 1 contract
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company Group does not exceed an amount which can reasonably be expected to be filled in the Ordinary Courseordinary course of the Business, and the aggregate of all Contracts or commitments for the purchase of products by the Company Group does not exceed an amount which is reasonable for its anticipated volumes of business. No customer has asserted any written orbusiness (all of which orders, to Contracts and commitments were made in the knowledge ordinary course of the Seller PartiesBusiness). There are no asserted, oral claimor if unasserted, (that has not been resolved) sustainable, claims to return merchandise of the Company Group by reason of alleged over-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the Ordinary Courseordinary course of the Business. There is no merchandise in the hands of customers under any agreement understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company GroupCompany’s Contracts. The Seller Parties Shareholders do not have actual knowledge that the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will result in any cancellations or withdrawals of accepted and unfilled orders for the sale of the Company GroupCompany’s merchandise.
Appears in 1 contract