Common use of Top Customers and Suppliers Clause in Contracts

Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’ Knowledge, oral notice to the Company to cancel or otherwise terminate, any material relationships of such Person with an LLP Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or to modify materially its material relationships with an LLP Company or to stop, decrease or limit materially its products or services to any LLP Company or its usage or purchase of the products or services of any LLP Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any material amount due to any LLP Company or seek to exercise any remedy against any LLP Company, (iv) no LLP Company has since January 1, 2022 been engaged in any material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions will not adversely affect the relationship of any LLP Company with any Top Vendor or Top Customer.

Appears in 2 contracts

Samples: Business Combination Agreement (Two), Business Combination Agreement (Two)

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Top Customers and Suppliers. Schedule 4.23 Section 2.26 of the Company Disclosure Letter lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (ai) the twelve twenty-four (1224) months ended on the December 31, 2022 2014 and (bii) the period from January 1, 2023 2015 through the Interim Balance Sheet DateJune 30, 2016, the ten five (105) largest customers of the LLP Companies Company Group (the “Top Customers”) and the ten 5 largest suppliers of goods or services to the LLP Companies Company Group (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP of the Company or any Company Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled threatened to cancel or otherwise terminatedterminate, or given written or, to the Company’ Knowledge’s knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP the Company or a Company Subsidiary or intends to stop, decrease or limit materially its products or services to any LLP of the Company or the Company Subsidiaries or its usage or purchase of the products or services of Company or any LLP CompanyCompany Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP of the Company or the Company Subsidiaries or seek to exercise any remedy against any LLP Companyof the Company or the Company Subsidiaries, (iv) no LLP neither the Company nor any Company Subsidiary has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the Transactions transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not adversely affect the relationship of any LLP of the Company or the Company Subsidiaries with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Share Exchange Agreement (China Teletech Holding Inc), Share Exchange Agreement (China Teletech Holding Inc)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on the December 31, 2022 2015 and (b) the period from January 1, 2023 2016 through the Interim Balance Sheet DateSeptember 30, 2016, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or or, to the Company’s Knowledge, intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the other Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Companies Company (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Companies Company (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP the Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice intends to the Company to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with an LLP the Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP any of the Company or intends to stop, decrease or limit materially its products or services to any LLP of the Company or its usage or purchase of the products or services of any LLP of the Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP the Company or seek to exercise any remedy against any LLP of the Company, (iv) no LLP the Company has since January 1, 2022 not within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP of the Company with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.), Agreement and Plan of Merger (Semper Paratus Acquisition Corp)

Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended period from the Company Incorporation Date until on December 31, 2022 2015, (b) the twelve months ended on December 31, 2016 and (bc) the period from January 1, 2023 2017 through the Interim Balance Sheet DateSeptember 30, 2017, the ten (10) largest key customers of the LLP Companies Company (the “Top Customers”) and the ten largest key suppliers of goods or services to the LLP Companies Company (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP the Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP the Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP the Company or intends to stop, decrease or limit materially its products or services to any LLP the Company or its usage or purchase of the products or services of any LLP the Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP the Company or seek to exercise any remedy against any LLP the Company, (iv) no LLP the Company has not since January 1, 2022 2016 been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement will not adversely affect the relationship of any LLP the Company with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Share Exchange Agreement (Resort Savers, Inc.), Share Exchange Agreement (Resort Savers, Inc.)

Top Customers and Suppliers. Schedule 4.23 Section 2.25 of the Company Disclosure Letter lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) five largest customers of the LLP Companies Shuhai Group (the “Top Customers”) and the ten five largest suppliers of goods or services to the LLP Companies Shuhai Group (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP of the Company or any Shuhai Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) six months has cancelled threatened to cancel or otherwise terminatedterminate, or given written or, to the Company’ Knowledge’s knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) six months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP the Company or a Shuhai Subsidiary or intends to stop, decrease or limit materially its products or services to any LLP of the Company or the Shuhai Subsidiaries or its usage or purchase of the products or services of Company or any LLP CompanyShuhai Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP of the Company or the Shuhai Subsidiaries or seek to exercise any remedy against any LLP Companyof the Company or the Shuhai Subsidiaries, (iv) no LLP neither the Company nor any Shuhai Subsidiary has since January 1, 2022 within the past six months been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the Transactions transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not adversely affect the relationship of any LLP of the Company or the Shuhai Subsidiaries with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Share Exchange Agreement (Datasea Inc.), Share Exchange Agreement (Datasea Inc.)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December on March 31, 2022 2016 and (b) the period from January April 1, 2023 2016 through the Interim Balance Sheet DateSeptember 30, 2016, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice has threatened to the Company or intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Merger Agreement (Aina Le'a Inc.), Merger Agreement (Origo Acquisition Corp)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from since January 1, 2023 through the Interim Balance Sheet Date2023, the ten (10) largest customers of the LLP Companies Company (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Companies Company (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP the Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP the Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP the Company or intends to stop, decrease or limit materially its products or services to any LLP the Company or its usage or purchase of the products or services of any LLP the Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP the Company or seek to exercise any remedy against any LLP the Company, (iv) no LLP the Company has since January 1, 2022 not within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP the Company with any Top Vendor Supplier or Top Customer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Clover Leaf Capital Corp.), Agreement and Plan of Merger (Digital Ally, Inc.)

Top Customers and Suppliers. Schedule 4.23 Section 2.25 of the Cody Disclosure Letter lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) five largest customers of the LLP Companies Cody (the “Top Customers”) and the ten five largest suppliers of goods or services to the LLP Companies Cody (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Company Cody with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) six months has cancelled threatened to cancel or otherwise terminatedterminate, or given written or, to the Company’ KnowledgeCody’s knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) six months decreased materially or, to the CompanyCody’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP Company Cody or intends to stop, decrease or limit materially its products or services to any LLP Company Cody or its usage or purchase of the products or services of any LLP CompanyCody, (iii) to the CompanyCody’s Knowledgeknowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Company Cody or seek to exercise any remedy against any LLP CompanyCody, (iv) no LLP Company Cody has since January 1, 2022 not within the past six months been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the CompanyCody’s Knowledgeknowledge, the consummation of the Transactions transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not adversely affect the relationship of any LLP Company Cody with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Contribution Agreement (Deseo Swimwear Inc.)

Top Customers and Suppliers. Schedule 4.23 6.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through on the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral provided written notice to the Company of its intent to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened in writing to stop, decrease or limit materially, or provided notice in writing of its intent to modify materially its material relationships with an LLP a Target Company or to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends has provided notice in writing of its intent to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, no Top Supplier or Top Customer has provided written notice that the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Business Combination Agreement (Edoc Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2020, and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers), ) along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and as of the date of this Agreement (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Galileo Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.23 4.24 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (101) largest customers of the LLP Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Company the Target Companies with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Corp)

Top Customers and Suppliers. Schedule 4.23 4.26 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) the period from January 1, 2023 2022 through the CHC Interim Balance Sheet Date, the ten (10) largest customers of the LLP CHC Companies (the “CHC Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP CHC Companies (the “CHC Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP CHC Company with such suppliers and customers are good commercial working relationships and (i) no CHC Top Vendor or CHC Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’ CHC’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a CHC Company, (ii) no CHC Top Vendor or CHC Top Customer has during the last twelve (12) months decreased materially or, to the CompanyCHC’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a CHC Company or intends to stop, decrease or limit materially its products or services to any LLP CHC Company or its usage or purchase of the products or services of any LLP CHC Company, (iii) to the CompanyCHC’s Knowledge, no CHC Top Vendor or CHC Top Customer intends to refuse to pay any material amount due to any LLP CHC Company or seek to exercise any remedy against any LLP CHC Company, (iv) except as set forth on Schedule 4.26, no LLP CHC Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any CHC Top Vendor or CHC Top Customer, and (v) to the CompanyCHC’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP CHC Company with any CHC Top Vendor or CHC Top Customer.

Appears in 1 contract

Samples: Merger and Share Exchange Agreement (Coffee Holding Co Inc)

Top Customers and Suppliers. Schedule 4.23 Section 4.24 of the Company Disclosure Schedules lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies and Medical Corporations (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Target Companies and Medical Corporation (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Company the Target Companies and Medical Corporations with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP Companya Target Company or Medical Corporation, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or to Medical Corporation or stop, decrease or limit materially its products or services to any LLP Target Company or Medical Corporation or its usage or purchase of the products or services of any LLP CompanyTarget Company or Medical Corporation, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP CompanyTarget Company or Medical Corporation, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company or Medical Corporation with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.)

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Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Company Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Company Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Company Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Company Top Vendor or Company Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Company Top Vendor or Company Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Company Top Vendor or Company Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Company Top Vendor or Company Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Company Top Vendor or Company Top Customer.

Appears in 1 contract

Samples: Share Exchange Agreement (Onconetix, Inc.)

Top Customers and Suppliers. Schedule 4.23 3.24 of the Company Disclosure Schedules lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2019 and (b) the period from January 1, 2023 2020 through the Interim Balance Sheet Date, the ten twenty (1020) largest customers of the LLP Acquired Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Acquired Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Acquired Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP Acquired Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, or to the Company’s Knowledge, threatened to stop, decrease or limit materially, or to the Company’s Knowledge, intends to modify materially its material relationships with an LLP Acquired Company or or, to the Company’s Knowledge, intends to stop, decrease or limit materially its products or services to any LLP Acquired Company or its usage or purchase of the products or services of any LLP Acquired Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Acquired Company or seek to exercise any remedy against any LLP Acquired Company, (iv) no LLP Acquired Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Transaction Documents will not adversely affect the relationship of any LLP Acquired Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)

Top Customers and Suppliers. Schedule 4.23 6.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended December 31, 2022 2021 and (b) the period from January 1, 2023 2022 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past three (3) years been engaged in any material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor or Top Customer.

Appears in 1 contract

Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.23 Section 4.24 of the Company Disclosure Schedules lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Company the Target Companies with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.)

Top Customers and Suppliers. Schedule 4.23 5.26 of the Fathom Schedules lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2020, and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet DateMarch 31, 2021, the ten (10) largest customers of Fathom and its Subsidiaries, taken as a whole (other than the LLP Companies following Subsidiaries of Fathom: Centex Machine and Welding Inc., Precision Process LLC, Sureshot Precision, LLC and Laser Manufacturing, Inc.) (the “Top Customers”) ), and the ten largest suppliers of goods or services to Fathom and its Subsidiaries, taken as a whole (other than the LLP Companies following Subsidiaries of Fathom: Centex Machine and Welding Inc., Precision Process LLC, Sureshot Precision, LLC, Laser Manufacturing, Inc., Majestic Metals, LLC and Xxxx Two Engineering, LLC) (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of Fathom and each LLP Company of its Subsidiaries, as applicable, with such suppliers and customers are good commercial working relationships and as of the date of this Agreement (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled canceled or otherwise terminated, or given written or, to the Company’ Knowledgeknowledge of Fathom, oral notice threatened or intends to the Company to cancel cancel, not renew, or otherwise terminate, any of such Person’s material relationships or material business with Fathom or any of such Person with an LLP Companyits Subsidiaries, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge of Fathom, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP Company Fathom or any of its Subsidiaries or intends to stop, decrease or limit materially its products or services to Fathom or any LLP Company of its Subsidiaries or its usage or purchase of the products or services of Table of Contents Fathom or any LLP Companyof its Subsidiaries, (iii) to the Company’s Knowledgeknowledge of Fathom, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to Fathom or any LLP Company of its Subsidiaries or seek to exercise any remedy against any LLP CompanyFathom or any of its Subsidiaries, (iv) no LLP Company none of Fathom or any of its Subsidiaries has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge of Fathom, the consummation of the Transactions transactions contemplated in this Agreement and the Transaction Documents will not adversely affect the relationship of Fathom or any LLP Company of its Subsidiaries with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Business Combination Agreement (Altimar Acquisition Corp. II)

Top Customers and Suppliers. Schedule 4.23 5.23 lists, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended December 31on June 30, 2022 2021 and (b) the period from January July 1, 2023 2022 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Lexasure Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Lexasure Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each LLP Lexasure Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Lexasure Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Lexasure Company or intends to stop, decrease or limit materially its products or services to any LLP Lexasure Company or its usage or purchase of the products or services of any LLP Lexasure Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any material amount due to any LLP Lexasure Company or seek to exercise any remedy against any LLP Lexasure Company, (iv) no LLP Lexasure Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Lexasure Company with any Top Vendor or Top Customer.

Appears in 1 contract

Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)

Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received by or paid to The relationships of the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, Acquired Corporations with the ten (10) largest customers of the LLP Companies Acquired Corporations (by dollar volume received for the twelve (12) month period ending on the date of the Balance Sheet) (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the LLP Companies Acquired Corporations (by dollar volume paid for the twelve (12) month period ending on the date of the Balance Sheet) (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Company with such suppliers and customers are good commercial working relationships relationships, and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Knowledge of the Company’ Knowledge, oral given notice to the Company that it intends to cancel or otherwise terminate, any material relationships of such Person with an LLP CompanyAcquired Corporation, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company’s Knowledge, threatened to stop, decrease or limit materially, or given notice that it intends to modify materially its material relationships with an LLP Company Acquired Corporation or intends to stop, decrease or limit materially its products or services to any LLP Company Acquired Corporation or its usage or purchase of the products or services of any LLP CompanyAcquired Corporation, (iii) to the Knowledge of the Company’s Knowledge, no Top Vendor Supplier or Top Customer has given notice that it intends to refuse to pay any material amount due to any LLP Company Acquired Corporation or seek to exercise any remedy against any LLP Company, Acquired Corporation and (iv) no LLP Company Acquired Corporation has since January within the past one (1, 2022 ) year been engaged in any material dispute with any Top Vendor Supplier or Top CustomerCustomer other than any disputes which would not, and (v) individually or in the aggregate, be reasonably likely to the Company’s Knowledge, the consummation have a Material Adverse Effect. A list of the Transactions will not adversely affect the relationship of any LLP Company with any Top Vendor or Customers and Top CustomerSuppliers is set forth in Schedule 3.26.

Appears in 1 contract

Samples: Agreement and Plan of Merger (ConvergeOne Holdings, Inc.)

Top Customers and Suppliers. Schedule 4.23 listsThe Company has provided Purchaser with a list, by dollar volume received by or paid to the LLP Companies (in aggregate)paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) December 31, 2022, of the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the LLP Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the LLP Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or given written or, to the Company’s Knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP a Target Company or intends to stop, decrease or limit materially its products or services to any LLP Target Company or its usage or purchase of the products or services of any LLP Target Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP Target Company or seek to exercise any remedy against any LLP Target Company, (iv) no LLP Target Company has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the Transactions transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any LLP Target Company with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Genesis Growth Tech Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.23 Section 2.26 of the Company Disclosure Letter lists, by dollar volume received by or paid to the LLP Companies (in aggregate), as applicable, for each of (ai) the twelve (12) months ended on the December 31, 2022 2013 and (bii) the period from January 1, 2023 2014 through the Interim Balance Sheet DateSeptember 31, 2014, the ten five (105) largest customers of the LLP Companies Company Group (the “Top Customers”) and the ten 5 largest suppliers of goods or services to the LLP Companies Company Group (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each LLP of the Company or any Company Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled threatened to cancel or otherwise terminatedterminate, or given written or, to the Company’ Knowledge’s knowledge, oral notice to the Company intends to cancel or otherwise terminate, any material relationships of such Person with an LLP a Target Company, (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with an LLP the Company or a Company Subsidiary or intends to stop, decrease or limit materially its products or services to any LLP of the Company or the Company Subsidiaries or its usage or purchase of the products or services of Company or any LLP CompanyCompany Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any LLP of the Company or the Company Subsidiaries or seek to exercise any remedy against any LLP Companyof the Company or the Company Subsidiaries, (iv) no LLP neither the Company nor any Company Subsidiary has since January 1, 2022 within the past two (2) years been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the Transactions transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not adversely affect the relationship of any LLP of the Company or the Company Subsidiaries with any Top Vendor Supplier or Top Customer.

Appears in 1 contract

Samples: Share Exchange Agreement (China Teletech Holding Inc)

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