Common use of Top Customers and Suppliers Clause in Contracts

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules lists, by dollar volume received or 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 Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. (i) No Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, within the past two (2) years, been engaged in any material dispute with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Business Combination Agreement (Keyarch Acquisition Corp)

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Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.24 lists, by dollar volume received or 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 Date2022, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of the Company with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules ‎4.24 lists, by dollar volume received or 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 Date2022, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of the Company with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deep Medicine Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.27 lists, by dollar volume received or 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 Date2020, the ten five (105) largest customers of the Company by dollar volume (the “Top Customers”) and the ten five (5) largest suppliers of goods or services to the Company by dollar volume (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are, to the Knowledge of the Company, good commercial working relationships, and (i) No no Top Supplier or Top Customer has cancelled or otherwise terminated within the last twelve (12) months has cancelled or otherwise terminatedmonths, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Water Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.24 lists, by dollar volume received or paid, as applicable, for each (1) as of (a) the twelve (12) months ended on December 31February 28, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company (the “Top Customers”) and (2) as of February 28, 2021, the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of the Company with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.23 lists, by dollar volume received or paid, as applicable, paid for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 2019 until on December 31, 2019, and the period from January 1, 2020 through the Interim Balance Sheet DateMay 31, 2020, the ten (10) largest key customers of the Company (the “Top Customers”) and the ten largest key suppliers of goods or services to the Company (the “Top Suppliers”), along . The relationships of the Company with the amounts of such dollar volumes. suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has notnot since January 1, within the past two (2) years, 2019 been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement will not affect the relationship of the Company with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Share Exchange Agreement (Lepota Inc)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31June 30, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date2018, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top SuppliersVendors”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Supplier Vendor 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier Vendor or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not affect the relationship of the Company with any Top Vendor or Top Customer. The Company provides services and has never sold, licensed or distributed any product to any Person.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTech Acquisition Corp)

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Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.24 lists, by dollar volume received or 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 Interim Balance Sheet Date, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminatedterminated or modified the orders or requirements by more than ten (10) percent for periods from or after the Agreement Date relative to the amounts prior to December 31, 2021 of such Top Customer or Top Suppliers, or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, intends to or stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Share Purchase Agreement (Energem Corp)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.24 lists, by dollar volume received or 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 Interim Balance Sheet Date, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) No no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or threatened to or, to the Knowledge of the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top 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 intends to modify materially its material relationships with the Company or, to the Company’s Knowledge, intends to or stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, not within the past two (2) years, years been engaged in any material dispute with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Denali Capital Acquisition Corp.)

Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2020 and for the six (b6) the period from January 1months ended June 30, 2023 through the Interim Balance Sheet Date2021, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. (i) No Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, provided any notice that it intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company’s Knowledge, threatened in writing to stop, decrease or limit materially, or intends to modify materially its material relationships with a the Company or, to the Company’s Knowledge, intends or threatened in writing to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer intends has threatened in writing to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, and (iv) the Company has not, within the past two (2) years, been engaged in any material dispute with any Top Supplier or Top Customer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biolife Solutions Inc)

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