Common use of Orders, Commitments and Returns Clause in Contracts

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company or any of its subsidiaries does not exceed an amount which can reasonably be expected to be filled in the ordinary 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 and all of its subsidiaries does not exceed an amount which is reasonable for the anticipated volumes of their businesses (all of which orders, contracts and commitments were made in the ordinary course of business). To the Company's knowledge, there are no asserted claims to return merchandise of the Company or any of its subsidiaries by reason of alleged overshipments, defective merchandise, breach of warranty or otherwise. The Company does not know or have 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 merchandise.

Appears in 1 contract

Sources: Merger Agreement (Interwave Communications International LTD)

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company or any of its subsidiaries XpiData does not exceed an amount which can reasonably be expected to be filled in the ordinary 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 or services by the Company and all of its subsidiaries XpiData does not exceed an amount which is reasonable for the its anticipated volumes of their businesses business (all of which orders, contracts and commitments were made in the ordinary course of business). To Except as set forth in the Company's knowledgeXpiData Disclosure Letter, as of the date of this Agreement, there are no asserted asserted, or if unasserted, sustainable, claims to return merchandise or refund payments for services of the Company or any of its subsidiaries XpiData by reason of alleged overshipmentsover shipments, defective merchandise, breach of warranty or otherwise. The Company does There is no merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in XpiData's contracts. XpiData and the Shareholders do not know and have not received any oral or have reason to believe written notice 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 merchandiseXpiData's services.

Appears in 1 contract

Sources: Merger Agreement (Envoy Corp /Tn/)

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company or any of its subsidiaries POS does not exceed an amount which can reasonably be expected to be filled in the ordinary 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 or services by the Company and all of its subsidiaries POS does not exceed an amount which is reasonable for the its anticipated volumes of their businesses business (all of which orders, contracts and commitments were made in the ordinary course of business). To Except as set forth in the Company's knowledgePOS Disclosure Letter, as of the date of this Agreement, there are no asserted asserted, or if unasserted, sustainable, claims to return merchandise or refund payments for services of the Company or any of its subsidiaries POS by reason of alleged overshipmentsover shipments, defective merchandise, breach of warranty or otherwise. The Company does There is no merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in POS's contracts. POS and the Shareholder do not know and have not received any oral or have reason to believe written notice 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 merchandisePOS's services.

Appears in 1 contract

Sources: Merger Agreement (Envoy Corp /Tn/)

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company or any of its subsidiaries ARM does not exceed an amount which can reasonably be expected to be filled in the ordinary 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 or services by the Company and all of its subsidiaries ARM does not exceed an amount which is reasonable for the its anticipated volumes of their businesses business (all of which orders, contracts and commitments were made in the ordinary course of business). To Except as set forth in the Company's knowledgeARM Disclosure Letter, as of the date of this Agreement, there are no asserted asserted, or if unasserted, sustainable, claims to return merchandise or refund payments for services of the Company or any of its subsidiaries ARM by reason of alleged overshipmentsover shipments, defective merchandise, breach of warranty or otherwise. The Company does There is no merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in ARM's contracts. ARM and the Shareholders do not know and have not received any oral or have reason to believe written notice 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 merchandiseARM's services.

Appears in 1 contract

Sources: Merger Agreement (Envoy Corp /Tn/)

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company or any Seller and each of its subsidiaries Subsidiaries does not exceed an amount which can reasonably be expected to be filled in the ordinary course of business on a schedule which will maintain satisfactory customer relationshipsthe Business as currently conducted and consistent with past practice, and the aggregate of all contracts Contracts or commitments for the purchase of products by the Company Seller and all of its subsidiaries Subsidiaries does not exceed an amount which is reasonable for the its anticipated volumes of their businesses business (all of which orders, contracts Contracts and commitments were made in the ordinary course of businessthe Business). To the Company's knowledge, there There are no asserted asserted, or, to the actual knowledge of the Management Employees, if unasserted, sustainable, claims to return merchandise of the Company either Seller or any Subsidiary of its subsidiaries Seller by reason of alleged overshipmentsover-shipments, defective merchandise, breach of warranty or otherwise. The Company does not know There is no merchandise in the hands of Seller Customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in Seller’s or have reason to believe its Subsidiaries’ Contracts. No Management Employee has actual knowledge 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 Seller’s or any of its Subsidiaries’ merchandise.

Appears in 1 contract

Sources: Asset Purchase Agreement (Chefs' Warehouse, Inc.)

Orders, Commitments and Returns. To the Company's knowledge, each of the Company's purchase orders, contracts and agreements for the sale of goods and services by the Company or any of its subsidiaries (collectively, the "Customer Purchase Orders") is in full force and effect. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company or any of and its subsidiaries Subsidiaries does not exceed an amount which can reasonably be expected to be filled in the ordinary course of business the Business and 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 and all of its subsidiaries Products does not exceed an amount which is reasonable for the its anticipated volumes of their businesses business (all of which orders, contracts Contracts and commitments were made in the ordinary course of businessthe Business). To the Company's knowledgeKnowledge of the Shareholders, there are no asserted asserted, or if unasserted, sustainable, claims to return merchandise of the Company or any of its subsidiaries Products by reason of alleged overshipmentsover-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the ordinary course of Business. The There are no Company does not know or have reason Products in the hands of customers under any understanding that such merchandise is returnable other than pursuant to believe that either the standard returns policy set forth in the Company’s and its Subsidiaries’ Contracts. To the Knowledge of the Shareholders, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not result in any cancellations or withdrawals of accepted and unfilled orders for the sale of merchandiseCompany Products.

Appears in 1 contract

Sources: Stock Purchase Agreement (Chefs' Warehouse, Inc.)