Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix. (b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 2 contracts
Sources: Merger Agreement (Endwave Corp), Merger Agreement (GigOptix, Inc.)
Customers and Suppliers. (a) GigOptix Neither the Company nor any of its Subsidiaries has no any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who was one of who, in either (i) the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the fiscal year ended December 31, 2010 2012 and/or (ii) the fiscal year ending December 31, 2013 (as reasonably projected), represented or will represent aggregate revenues to the Company and its Subsidiaries, taken together, of $250,000 or more during such period(s) for Customer Products (each, a “GigOptix Significant Customer”), and GigOptix . Neither the Company nor any of its Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Customer that such customer Significant Customer shall not continue as a customer of GigOptix the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the consummation of the transactions contemplated hereby or that such customer Significant Customer intends to terminate or materially modify any existing Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix.
(b) GigOptix Neither the Company nor any of its Subsidiaries has no any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended December 31, 2010 2012 was and/or (ii) in the fiscal year ending December 31, 2013 is projected to be, one of the 10 ten (10) largest suppliers of products and/or services to GigOptix, the Company and its Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “GigOptix Significant Supplier”) and GigOptix ). Neither the Company nor any of its Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written or, to the Knowledge of the Company, oral notice from any GigOptix Significant Supplier that such supplier Significant Supplier shall not continue as a supplier to GigOptix the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or that such supplier Significant Supplier intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or Parent) of any of its Subsidiaries). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesCompany’s business as presently conducted, and GigOptix the Company has no knowledge Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Market Leader, Inc.)
Customers and Suppliers. (a) GigOptix As of the date of this Agreement, neither the Company nor any of its Subsidiaries has no any outstanding material disputes concerning its products and/or services any Company Products with any customer or distributor who in any of the three fiscal years ended June 30, 2017 was one of the 10 ten (10) largest sources customers of revenues for GigOptix, Company Products based on amounts paid or payable in to the year ended December 31, 2010 Company or its Subsidiaries by such customers (each, a “GigOptix Significant Customer”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries, and GigOptix taken as a whole, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, or bona fide oral notice from any GigOptix Significant Customer that such customer Significant Customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries or that such customer Significant Customer intends to terminate or materially modify any existing Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix.
(b) GigOptix As of the date of this Agreement, neither the Company nor any of its Subsidiaries has no any outstanding material dispute concerning products and/or services provided by any supplier whowho in any of the three fiscal years ended June 30, in the year ended December 31, 2010 2017 was one of the 10 ten (10) largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, in each case, based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “GigOptix Significant Supplier”) ). Except as would not reasonably be expected to have a material to the Company and GigOptix its Subsidiaries, taken as a whole, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written or bona fide oral notice from any GigOptix Significant Supplier that such supplier Significant Supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries or that such supplier Significant Supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 2 contracts
Sources: Merger Agreement (Lumentum Holdings Inc.), Merger Agreement (Oclaro, Inc.)
Customers and Suppliers. (a) GigOptix has no outstanding Set forth on Section 3.27(a) of the Seller Disclosure Letter are the ten (10) largest customers by dollar volume of revenue of the Business, for the 2017 fiscal year and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such period. To the Knowledge of Seller, none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries are engaged in any material disputes concerning its products and/or services dispute with any customer or distributor who was one identified on Section 3.27(a) of the 10 largest sources of revenues for GigOptixSeller Disclosure Letter (collectively, based on amounts paid the “Specified Customers”) and no Specified Customer has notified Seller, any Selling Subsidiary or payable any Transferred Subsidiary in the year ended December 31, 2010 writing (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written orand, to GigOptix’s knowledgethe Knowledge of Seller, oral notice from none of Seller, any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix Selling Subsidiary, or any of its Subsidiaries or Transferred Subsidiary has any reason to believe) that such customer it intends to terminate or materially modify existing Contracts with GigOptix reduce its business relations (including the price such Specified Customer will pay for products or services of the Surviving Corporation, Endwave or any of Seller and its Subsidiaries) with Seller, any Selling Subsidiary or that such customer refuses any Transferred Subsidiary with respect to make payments for products delivered the Business, including, in each case, as a result of the transactions contemplated by this Agreement or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Closing Agreements.
(b) GigOptix has no outstanding Set forth on Section 3.27(b) of the Seller Disclosure Letter are (i) the ten (10) largest suppliers by dollar volume of the Business, for the 2017 fiscal year and (ii) all single source suppliers of the Business. Except as set forth on Section 3.27(b) of the Seller Disclosure Letter, (i) none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries are engaged in any material dispute concerning products and/or services provided by with any supplier who, in the year ended December 31, 2010 was one listed on Section 3.27(b) of the 10 largest suppliers of products and/or services to GigOptixSeller Disclosure Letter (collectively, based on amounts paid or payable (each, a the “GigOptix Significant SupplierSpecified Vendors”) and GigOptix has (ii) no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix has notified Seller, any Selling Subsidiary or any Transferred Subsidiary in writing (and, to the Knowledge of its Subsidiaries Seller, none of Seller, any Selling Subsidiary or any Transferred Subsidiary have reason to believe) that such supplier it intends to terminate or materially modify existing Contracts reduce its business relations with GigOptix (or the Surviving CorporationSeller, Endwave any Selling Subsidiary or any Transferred Subsidiary with respect to the Business, or that there will be any material change in the price of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and suppliers or services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have provided by such access on commercially reasonable termsSpecified Vendor.
Appears in 2 contracts
Sources: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Eastman Kodak Co)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes Neither Parent nor any of its Subsidiaries is party to any pending Action concerning its products and/or services any Parent Products with any customer or distributor who who, in either (i) the fiscal year ended December 31, 2014 was and/or (ii) the fiscal year ending December 31, 2015 is projected to be, one of the 10 twenty (20) largest sources customers of revenues for GigOptix, Parent Products based on amounts paid or payable in the year ended December 31payable, 2010 as applicable, to Parent or its Subsidiaries by such customers during such period (each, a “GigOptix Significant Parent Customer”). As of the date of this Agreement, and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or neither Parent nor any of its Subsidiaries is party to any pending Action concerning any Company Products with any Significant Parent Customer. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has received any written notice, or to the Knowledge of Parent, any other notice, from any Significant Parent Customer that such customer Significant Parent Customer intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with GigOptix (or the Surviving Corporation, Endwave Parent or any of its Subsidiaries) . Parent has made available to the Company, copies of each customer Contract between Parent or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by Subsidiaries, on the one hand, and each Significant Parent Customer, on the other hand (each, a GigOptix “Significant Parent Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixContract”).
(b) GigOptix has no outstanding material dispute Neither Parent nor any of its Subsidiaries is party to any pending Action concerning products and/or services provided by any supplier who, who in the fiscal year ended December 31, 2010 2014 was one of the 10 ten (10) largest suppliers of products and/or services to GigOptix, Parent and its Subsidiaries based on amounts paid or payable by Parent and its Subsidiaries to such supplier during such period (each, a “GigOptix Significant Parent Supplier”) and GigOptix has no knowledge ). As of any material dissatisfaction on the part date of any GigOptix Significant Supplier. Since January 1this Agreement, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or neither Parent nor any of its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Parent Supplier. As of the date of this Agreement, neither Parent nor any of its Subsidiaries has received any written notice, or to the Knowledge of Parent, any other notice, from any Significant Parent Supplier that such supplier Significant Parent Supplier intends to terminate or materially modify modify, in either case, whether prior to or following the Closing, any existing Contracts Contract with GigOptix (or the Surviving Corporation, Endwave Parent or any of its Subsidiaries). GigOptix Parent has accessmade available to the Company, copies of each supply Contract between Parent or any of its Subsidiaries, on commercially reasonable termsthe one hand, to all products and services reasonably necessary to carry each Significant Parent Supplier, on the GigOptix Businessesother hand (each, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsa “Significant Parent Supplier Contract”).
Appears in 2 contracts
Sources: Merger Agreement (Entropic Communications Inc), Merger Agreement (Maxlinear Inc)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.1(36)(a) of the 10 Company Disclosure Letter identifies each of the ten largest sources customers of revenues for GigOptixthe Company and its Subsidiaries in the financial year ended December 31, 2021 and, separately, the financial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”)) together with such amounts paid or payable. The relationships of the Company and its Subsidiaries with such Significant Customers are good commercial working relationships and, and GigOptix has no to the knowledge of the Company, none of the Company or any of its Subsidiaries has any outstanding material dissatisfaction on the part of dispute with any GigOptix Significant Customer. Since January 1To the knowledge of the Company, 2011, GigOptix neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries Subsidiaries, as applicable, or that such customer intends to terminate or materially modify existing in any material respect any Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries in a reversal of any material amount of revenue by GigOptixmanner that is materially adverse to the Company or the applicable Subsidiary.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, Section 3.1(36)(b) of the Company Disclosure Letter identifies each of the ten largest suppliers of the Company and its Subsidiaries in the financial year ended December 31, 2010 was one of 2021 and, separately, the 10 largest suppliers of products and/or services to GigOptixfinancial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable (each, a “GigOptix Significant Supplier”) together with such amounts paid or payable. The relationships of the Company and GigOptix has no its Subsidiaries with such Significant Suppliers are good commercial working relationships and, to the knowledge of the Company, none of the Company or any of its Subsidiaries has any outstanding material dissatisfaction on the part of dispute with any GigOptix Significant Supplier. Since January 1To the knowledge of the Company, 2011, GigOptix neither the Company nor any of its Subsidiaries has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix of the Company or any of its Subsidiaries Subsidiaries, as applicable, or that such supplier intends to terminate or materially modify existing in any material respect any Material Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, Subsidiaries in a manner that is materially adverse to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsCompany or the applicable Subsidiary.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix Section 4.21(a) of the Company Disclosure Schedule sets forth a list of the Top Customers. No Top Customer has no outstanding (i) reduced, cancelled or terminated its business relationship with the Company or any of the Subsidiaries, or (ii), notified or informed the Company or any of the Subsidiaries that it intends to terminate or alter the terms of its buying practices or its business relationship with the Company or any of the Subsidiaries. All Top Customers are current in their payment of invoices and neither the Company nor any of the Subsidiaries has, nor since January 1, 2016, has had, any material disputes concerning its products and/or services with any customer or distributor who was one Top Customer. To the Knowledge of the 10 largest sources of revenues for GigOptixCompany, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has there is no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Top Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries facts or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns circumstances that would not result in a reversal of any reasonably be expected to lead to such material amount of revenue by GigOptixdissatisfaction.
(b) GigOptix Section 4.21(b) of the Company Disclosure Schedule sets forth a list of the Top Suppliers. No Top Supplier has no outstanding (i) reduced, cancelled or terminated its business relationship with the Company or any of the Subsidiaries, or (ii), notified or informed the Company or any of the Subsidiaries that it intends to terminate or alter the terms of its supplying practices or its business relationship with the Company or any of the Subsidiaries. Each of the Company and its Subsidiaries is current in its payments to all Top Suppliers and neither the Company nor any of the Subsidiaries has, nor since January 1, 2016, has had, any material dispute disputes concerning products and/or services provided by any supplier who, in Top Supplier. To the year ended December 31, 2010 was one Knowledge of the 10 largest suppliers of products and/or services to GigOptixCompany, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has there is no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Top Supplier that such supplier shall not continue as a supplier to GigOptix or any facts or circumstances that would reasonably be expected to lead to such material dissatisfaction. Each of the Company and its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessesits business, and GigOptix has the Knowledge of the Company, there is no knowledge of any reason why it will the Company or any of its Subsidiaries (whether before or after Closing) would not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Merger Agreement (Plug Power Inc)
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended December 31, 2011 or the nine (9) months ended September 30, 2012, was one of the 10 25 largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 2.19(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice information from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquiror). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2011 or the nine (9) months ended September 30, 2012, was one of the 10 25 largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) ), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 2.19(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written notice information from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Merger Agreement (Cray Inc)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.20(a) of the 10 largest sources of revenues for GigOptix, Sellers’ Disclosure Letter sets forth with respect to the Business the top ten customers based on amounts aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or payable in services for each of the year ended December 31, 2010 two most recent fiscal years (each, each such customer a “GigOptix Significant Material Customer”), and GigOptix for the Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. [* * *] are the top five customers of the RFG Family Entities (on a consolidated basis) based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice that any of the Material Customers has ceased, or intends to cease after the Closing, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer use the goods or services of GigOptix the RFG Family Entities or any of its Subsidiaries or that such customer intends to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix (the Business. The [* * *] has been or will be renewed prior to the Surviving Corporationtermination date set forth in such agreement and the RFG Family Entities and [* * *] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, Endwave as of the date hereof, no RFG Family Entity is party to any agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns business, consistent with past history and those returns practice. There are no facts or circumstances (including the consummation of the transactions contemplated hereby) that would not are likely to result in a reversal the loss of any material amount one such customer or group of revenue by GigOptixcustomers of any RFG Family Entity or have a Material Adverse Effect on the relationship of any RFG Family Entity with such a customer or group of customers.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Schedule 3.20(b) of the 10 largest Sellers’ Disclosure Letter sets forth with respect to the Business the top ten suppliers of products and/or to whom the RFG Family Entities (on a consolidated basis) have paid consideration for goods or services to GigOptix, rendered based on amounts the aggregate amount paid or payable for each of the two most recent fiscal years (each, each such supplier a “GigOptix Significant SupplierMaterial Suppliers”) and GigOptix ). As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from that any GigOptix Significant Supplier of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the RFG Entities or to otherwise terminate or reduce its relationship with the Business and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such supplier shall not continue as or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with such a supplier to GigOptix or group of suppliers.
(c) Except as set forth on Schedule 3.20(c), as of the date hereof, no RFG Family Entity has received any written notice that any of its Subsidiaries the Co-Packers has ceased, or that such supplier intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix the RFG Entities and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such Co-Packer or the Surviving Corporation, Endwave or group of Co-Packers by any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry the RFG Family Entities or have a Material Adverse Effect on the GigOptix Businesses, and GigOptix has no knowledge relationship of any reason why it will not continue to have of the RFG Family Entities with such access on commercially reasonable termsa Co-Packer or group of Co-Packers.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended December 31, 2012 or the 6 month period ended June 30, 2013, was one of the 10 twenty (20) largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 such periods (each, a “GigOptix Significant Customer”), and GigOptix the Company has no knowledge of any material dissatisfaction with the Company on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice information from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Entity or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquirer). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2012 or the 6 month period ended June 30, 2013, was one of the 10 twenty (20) largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in such periods (each, a “GigOptix Significant Supplier”) ), and GigOptix the Company has no knowledge of any material dissatisfaction with the Company on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 2.20(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written notice information from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Entity or Acquirer) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Entity or any of its SubsidiariesAcquirer). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Synaptics Inc)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.20(a) of the 10 largest sources of revenues for GigOptix, Sellers’ Disclosure Letter sets forth with respect to the Business the top ten customers based on amounts aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or payable in services for each of the year ended December 31, 2010 two most recent fiscal years (each, each such customer a “GigOptix Significant Material Customer”), and GigOptix for the Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. [***] are the top five customers of the RFG Family Entities (on a consolidated basis) based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written ornotice that any of the Material Customers has ceased, or intends to cease after the Closing, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer use the goods or services of GigOptix the RFG Family Entities or any of its Subsidiaries or that such customer intends to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix (the Business. The [***] has been or will be renewed prior to the Surviving Corporationtermination date set forth in such agreement and the RFG Family Entities and [***] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, Endwave as of the date hereof, no RFG Family Entity is party to any agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns business, consistent with past history and those returns practice. There are no facts or circumstances (including the consummation of the transactions contemplated hereby) that would not are likely to result in a reversal the loss of any material amount one such customer or group of revenue by GigOptixcustomers of any RFG Family Entity or have a Material Adverse Effect on the relationship of any RFG Family Entity with such a customer or group of customers.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one Schedule 3.20(b) of the 10 largest Sellers’ Disclosure Letter sets forth with respect to the Business the top ten suppliers of products and/or to whom the RFG Family Entities (on a consolidated basis) have paid consideration for goods or services to GigOptix, rendered based on amounts the aggregate amount paid or payable for each of the two most recent fiscal years (each, each such supplier a “GigOptix Significant SupplierMaterial Suppliers”) and GigOptix ). As of the date hereof, no RFG Family Entity has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from that any GigOptix Significant Supplier of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the RFG Entities or to otherwise terminate or reduce its relationship with the Business and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such supplier shall not continue as or group of suppliers of any of the RFG Family Entities or have a Material Adverse Effect on the relationship of any of the RFG Family Entities with such a supplier to GigOptix or group of suppliers.
(c) Except as set forth on Schedule 3.20(c), as of the date hereof, no RFG Family Entity has received any written notice that any of its Subsidiaries the Co-Packers has ceased, or that such supplier intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or materially modify existing Contracts reduce its relationship with GigOptix the RFG Entities and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the loss of any one such Co-Packer or the Surviving Corporation, Endwave or group of Co-Packers by any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry the RFG Family Entities or have a Material Adverse Effect on the GigOptix Businesses, and GigOptix has no knowledge relationship of any reason why it will not continue to have of the RFG Family Entities with such access on commercially reasonable termsa Co-Packer or group of Co-Packers.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services Set forth on Schedule 3.25(a)(i) of the Seller Disclosure Letter are the Business’ twenty (20) largest customers by each Mill, by dollar volume, for each of the two (2) most recent fiscal years, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. None of Seller, any Selling Subsidiary or any Conveyed Entity is engaged in any dispute with any customer or distributor who was one identified on Schedule 3.25(a)(i) of the 10 largest sources of revenues for GigOptixSeller Disclosure Letter (collectively, based on amounts paid the “Specified Customers”) or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix has no knowledge of any material dissatisfaction on dispute with any other current customer. No Specified Customer has notified any of Seller, any Selling Subsidiary or any Conveyed Entity in writing that it intends to terminate or reduce its business relations with Seller, any Selling Subsidiary or any Conveyed Entity or otherwise with respect to the part Business. None of Seller’s, any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received Selling Subsidiary’s or any written or, to GigOptixConveyed Entity’s knowledge, oral notice from business relations with any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix their respective customers or any of its Subsidiaries their Contracts with Governmental Authorities was awarded, in whole or that in part, because of, or is premised on the small business status, woman-owned business status, woman-operated business status, minority-owned business status, disadvantaged business status, protégé status or other preferential status, in each case, of Seller, any Selling Subsidiary or any Conveyed Entity. The loss of any such status of Seller, any Selling Subsidiary or any Conveyed Entity would not result in a material reduction in Seller’s, any Selling Subsidiary’s or any Conveyed Entity’s business relations with any such customer (it being agreed that any reduction in business relations with any Specified Customer would be deemed a material reduction).
(b) Set forth on Schedule 3.25(b) of the Seller Disclosure Letter are the Business’ twenty (20) largest suppliers by each mill, by dollar volume, for each of the two (2) most recent fiscal years. None of Seller, any Selling Subsidiary or any Conveyed Entity is engaged in any material dispute with any current supplier, no such supplier has notified the Seller, any Selling Subsidiary or any Conveyed Entity in writing that it intends to terminate or materially modify existing Contracts reduce its business relations with GigOptix (or the Surviving CorporationSeller, Endwave any Selling Subsidiary or any of its Subsidiaries) Conveyed Entity or that such customer refuses otherwise with respect to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Business.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Stock and Asset Purchase Agreement (Commercial Metals Co)
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in each of the years ended December 31, 2008 and 2007, was one of the 10 20 largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix the Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice information from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquiror). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in each of the year years ended December 31, 2010 2008 and 2007, was one of the 10 20 largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) ), and GigOptix the Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 2.20(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written notice information from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge Knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix Neither the Company nor any Company Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the fiscal year ended September 30, 2007 or the six (6) months ended June 30, 2008, was one of the 10 ten (10) largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix "Significant Customer”"), and GigOptix neither the Company nor any Company Subsidiary has no knowledge any Knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 3.21(a) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has not received any written orwritten, or to GigOptix’s knowledgethe Knowledge of the Company or any Company Subsidiary, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquiror). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix.
(b) GigOptix the Company. No customer of the Company has no any right to any credit or refund for products sold or services rendered or to be rendered by the Company pursuant to any Contract with or practice of the Company other than pursuant to the Company's normal course return policy, which is described in reasonable detail in Section 3.21 of the Company Disclosure Schedule Neither the Company nor any Company Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the fiscal year ended December 31September 30, 2010 2007 or the six (6) months ended June 30, 2008 was one of the 10 ten (10) largest suppliers of products and/or services to GigOptixthe Company, based on amounts paid or payable (each, a “GigOptix "Significant Supplier”) "), and GigOptix neither the Company nor any Company Subsidiary has no knowledge any Knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 3.21(b) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has not received any written written, or the Knowledge of the Company or any Company Subsidiary, oral notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company (or any of its Subsidiaries to the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has The Company and the Company Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Company Businesses, and GigOptix neither the Company nor any Company Subsidiary has no knowledge any Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Merger Agreement (Adaptec Inc)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or The Company Offerings or services with any customer or distributor who was one are only provided to third parties under the terms of the 10 largest sources warranty described in Schedule 3.20(a) of revenues for GigOptix, the Company Disclosure Letter.
(b) Schedule 3.20(b) of the Company Disclosure Letter sets forth the top 15 customers (or group of affiliated customers) and value-added resellers of the Company and its Subsidiaries based on amounts paid payments received or payable in due over the year 12 complete calendar months ended December 31, 2010 prior to the Agreement Date (each, each a “GigOptix Significant Customer”). All Significant Customers are current in their payment of invoices and none of the Acquired Companies has, and GigOptix has not had, any material disputes with any Significant Customer that arose and remained unresolved during the past 12 months. The Company has no knowledge Knowledge of any material dissatisfaction on the part meaningful risk of any GigOptix loss of a Significant Customer. Since January 1During the past 12 months, 2011, GigOptix none of the Acquired Companies has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Customer that such customer shall will not continue as a customer or distributor, as the case may be, of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Acquired Companies (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesParent) or that such customer refuses or distributor, as the case may be, intends to make payments for products delivered terminate, breach or services rendered. GigOptix has not had request a material modification to existing Contracts with any of its products the Acquired Companies (or the Surviving Corporation or Parent). None of the Company Offerings have been returned by a GigOptix any such Significant Customer thereof except for normal warranty returns consistent with past history and those such returns that would not result in a reversal of any material amount of revenue by GigOptixthe Acquired Companies.
(bc) GigOptix Schedule 3.20(c) of the Company Disclosure Letter sets forth the top 15 vendors and suppliers of technical products and services to the Acquired Companies based on amounts paid or payable by the Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Significant Supplier”). Each of the Acquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and has no outstanding not had, any material dispute concerning Contracts with or products and/or services provided by any supplier who, in Significant Supplier that arose or remained unresolved during the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix past 12 months. The Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant SupplierSupplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. Since January 1, 2011, GigOptix None of the Acquired Companies has not received any written or, to the Knowledge of the Company, oral notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries the Acquired Companies (or the Surviving Corporation or Parent) or that such supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with GigOptix any of the Acquired Companies (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesParent). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 3.1(36)(a) of the 10 Company Disclosure Letter identifies each of the ten largest sources customers of revenues for GigOptixthe Company and its Subsidiaries in the financial year ended December 31, 2021 and, separately, the financial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”)) together with such amounts paid or payable. The relationships of the Company and its Subsidiaries with such Significant Customers are good commercial working relationships and, and GigOptix has no to the knowledge of the Company, none of the Company or any of its Subsidiaries has any outstanding material dissatisfaction on the part of dispute with any GigOptix Significant Customer. Since January 1To the knowledge of the Company, 2011, GigOptix neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries Subsidiaries, as applicable, or that such customer intends to terminate or materially modify existing in any material respect any Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result Subsidiaries in a reversal of any material amount of revenue by GigOptixmanner that is materially adverse to the Company or the applicable Subsidiary.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier who, Section 3.1(36)(b) of the Company Disclosure Letter identifies each of the ten largest suppliers of the Company and its Subsidiaries in the financial year ended December 31, 2010 was one of 2021 and, separately, the 10 largest suppliers of products and/or services to GigOptixfinancial year ended December 31, 2020, and, separately, the six months ended June 30, 2022, in each case based on amounts paid or payable (each, a “GigOptix Significant Supplier”) together with such amounts paid or payable. The relationships of the Company and GigOptix has no its Subsidiaries with such Significant Suppliers are good commercial working relationships and, to the knowledge of the Company, none of the Company or any of its Subsidiaries has any outstanding material dissatisfaction on the part of dispute with any GigOptix Significant Supplier. Since January 1To the knowledge of the Company, 2011, GigOptix neither the Company nor any of its Subsidiaries has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix of the Company or any of its Subsidiaries Subsidiaries, as applicable, or that such supplier intends to terminate or materially modify existing in any material respect any Material Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries in a manner that is materially adverse to the Company or the applicable Subsidiary. (37) Products.
(a) All Company Products have been manufactured in accordance in all material respects with applicable Law and meet all material specifications in all Contracts with customers of the Company and its Subsidiaries relating to the sale of such Company Products.
(b) For each jurisdiction in which it manufactures, imports, distributes, leases, offers for sale or sells any radio apparatus, interference-causing equipment or radio-sensitive equipment, the Company holds all necessary material Authorizations, and complies with all standards, that are required by applicable Law.
(c) None of the Company, any of its Subsidiaries, or any of their respective customers have, since January 1, 2020, instituted a product recall of any Company product or service or received a written notice from any Governmental Entity that a product recall related to any Company product or service is necessary (whether for any safety issue, quality issue or otherwise). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on To the GigOptix Businesses, and GigOptix has no knowledge of the Company, no circumstance or condition exists (that with or without notice or lapse of time, or both) that will, or would reasonably be expected to, require or result in a product recall of any reason why it will not continue to have such access on commercially reasonable termsCompany product.
Appears in 1 contract
Sources: Arrangement Agreement (Semtech Corp)
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services Company Products with any customer or distributor who who, in the year ended December 31, 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the 10 25 largest sources of revenues for GigOptixthe Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable in the year ended December 31, 2010 during such periods (each, a “GigOptix "Significant Customer”"), and GigOptix has to the Knowledge of the Company, there is no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed in Schedule 2.20(a) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has not received been notified in writing or otherwise by any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of Subsidiary (or Acquirer or its Subsidiaries Affiliates) after the Closing or that such customer intends to terminate terminate, allow to expire, or materially modify existing Contracts with GigOptix the Company or any Subsidiary (or Acquirer or its Affiliates). Neither the Surviving Corporation, Endwave or Company nor any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix Subsidiary has not had any of its products Company Products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result properly reserved for in a reversal of any material amount of revenue by GigOptixthe Company’s and the Subsidiaries’ books and records.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the 10 largest suppliers of products and/or services to GigOptixthe Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a “GigOptix "Significant Supplier”) "), and GigOptix has to the Knowledge of the Company, there is no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed in Schedule 2.20(b) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has not received been notified in writing or otherwise by any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of Subsidiary (or Acquirer or its Subsidiaries Affiliates) after the Closing or that such supplier intends to terminate terminate, allow to expire, or materially modify existing Contracts with GigOptix the Company or any Subsidiary (or the Surviving Corporation, Endwave Acquirer or any of its SubsidiariesAffiliates). GigOptix has The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge Knowledge of any reason why it they will not continue to have such access on commercially reasonable termsterms (other than access which may be denied following the Agreement Date as a result of the COVID-19 outbreak).
Appears in 1 contract
Sources: Share Purchase Agreement (National Instruments Corp)
Customers and Suppliers. (a) GigOptix As of the date hereof, neither the Company nor any Company Subsidiary has no any outstanding material disputes dispute, which has been communicated in writing, concerning its products and/or services with any customer or distributor who who, in the year ended January 31, 2004 or the three months ended April 30, 2004, was one of the 10 20 largest sources of revenues recognized under GAAP for GigOptix, based on amounts paid or payable in the year ended December 31, 2010 Company and the Company Subsidiaries during such periods (each, a “GigOptix "SIGNIFICANT CUSTOMER"). Each Significant Customer”)Customer is listed on Schedule 3.22(a) of the Company Disclosure Letter. As of the date hereof, and GigOptix neither the Company nor any of the Company Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving CorporationCorporation or Acquiror). As of the date hereof, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix the Company has not had any of its products the Company Products or Services returned by a GigOptix Significant Customer purchaser or licensee thereof and has no warranty or indemnity Liability for the Company Products or Services to purchasers or licensees, except for normal warranty returns repair or replacement consistent with past history and those returns repairs or replacements that would not result in a reversal of any material amount of revenue by GigOptixthe Company on the statements of operations included in the Company Financial Statements. To the Company's knowledge, the Company could not reasonably be expected as a result of warranty or product liability claims against it to recall or modify in any material respect any Company Product or Service that is material to the Company.
(b) GigOptix As of the date hereof, neither the Company nor any Company Subsidiary has no any outstanding material dispute dispute, which has been communicated in writing, concerning products and/or services provided by any supplier who, in the year ended December January 31, 2010 2004 or the three months ended April 30, 2004, was one of the 10 largest suppliers of products and/or services to GigOptixthe Company, based on amounts paid or payable (each, a “GigOptix "SIGNIFICANT SUPPLIER"). Each Significant Supplier”Supplier is listed on Schedule 3.22(b) and GigOptix of the Company Disclosure Letter. As of the date hereof, neither the Company nor any of the Company Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Merger Agreement (Symantec Corp)
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services any Company Products with any customer customer, user, reseller, distributor, OEM or distributor who was one of other licensee who, in either (i) the 10 largest sources of revenues for GigOptix, based on amounts paid or payable in the fiscal year ended December 31, 2010 2018 and/or (ii) the fiscal year ending December 31, 2019 (as reasonably projected), represented or will represent aggregate revenues to the Company and the Subsidiaries, taken together, of $250,000 or more during such period(s) for Company Products (each, a “GigOptix Significant Customer”), and GigOptix . Neither the Company nor any Subsidiary has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Customer that such customer Significant Customer shall not continue as a customer of GigOptix the Company or any Subsidiary after the consummation of its Subsidiaries the Transactions or that such customer Significant Customer intends to terminate or materially modify any existing Contracts with GigOptix (or the Surviving Corporation, Endwave Company or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixSubsidiary.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended December 31, 2010 2018 was and/or (ii) in the fiscal year ending December 31, 2019 is reasonably projected to be, one of the 10 ten (10) largest suppliers of products and/or services to GigOptix, the Company and the Subsidiaries based on amounts paid or payable by the Company and the Subsidiaries to such supplier during such period (each, a “GigOptix Significant Supplier”) and GigOptix ). Neither the Company nor any of the Subsidiaries has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written or, to the Knowledge of the Company, oral notice from any GigOptix Significant Supplier that such supplier Significant Supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries Subsidiary after the Closing or that such supplier Significant Supplier intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Second Merger Surviving Corporation, Endwave Entity or Parent) of any of its Subsidiaries)Subsidiary. GigOptix has The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesCompany’s business as presently conducted, and GigOptix the Company has no knowledge Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
(c) Neither the Company nor any Subsidiary has any Contracts with any Governmental Entity.
Appears in 1 contract
Sources: Merger Agreement (Roku, Inc)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.19(a) of the 10 largest sources Shareholders’ Disclosure Schedule sets forth a true and complete list of revenues for GigOptix, the top fifteen (15) customers and/or reseller of the Acquired Companies based on amounts paid or payable in the year aggregate revenue recognized by the Acquired Companies from such customer and/or reseller during the twelve (12)-month period ended December 31, 2010 2022 (eachsuch customers and/or resellers, a collectively, the “GigOptix Significant CustomerMaterial Customers”), and GigOptix has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptix.
(b) GigOptix has no outstanding material dispute concerning products Section 4.19(b) of the Shareholders’ Disclosure Schedule sets forth a true and complete list of the top fifteen (15) suppliers of the Acquired Companies based on the aggregate payments made by the Acquired Companies to such supplier and/or services provided by any supplier who, in distributor during the year twelve (12)-month period ended December 31, 2010 was one 2022 (such suppliers and/or distributors, collectively, the “Material Suppliers”).
(c) The Acquired Companies have used reasonable business efforts to maintain, and currently maintain, good working relationships with all of its customers, resellers, and suppliers. None of the 10 largest suppliers Acquired Companies’ Material Customers has given any Acquired Company, any Shareholder or any of products and/or services their Affiliates written or oral notice terminating, canceling, threatening to GigOptixterminate or cancel, based on amounts paid or payable otherwise adversely modifying the terms of (eachor reduce business under or otherwise modify the nature or scope of its business with the Acquired Companies) any Contract or relationship with any Acquired Company (or otherwise advising any Acquired Company or any Shareholder of such actions or intentions), a “GigOptix Significant Supplier”nor does any Acquired Company, any Shareholder or any of their Affiliates have any reason to believe that any such Material Customer has any such intention. None of the Acquired Companies’ Material Suppliers has given any Acquired Company, any Shareholder or any of their Affiliates written or oral notice terminating, canceling, threatening to terminate or cancel, or otherwise adversely modifying the terms of (or reduce business under or otherwise modify the nature or scope of its business with the Acquired Companies) any Contract or relationship with any Acquired Company (or otherwise advising otherwise advising any Acquired Company, any Shareholder or any of their Affiliates of such actions or intentions), nor does any Acquired Company, any Shareholder or any of their Affiliates have any reason to believe that any such Material Supplier has any such intention. There are no, and GigOptix in the past three (3) years there have not been any, material disputes with any Material Customer or Material Supplier and no Acquired Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written or oral notice of any dispute from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix Material Customer or any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsMaterial Supplier.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended December 31, 2002 or the eight months ended August 31, 2003, was one of the 10 20 largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”"SIGNIFICANT CUSTOMER"), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant CustomerCustomer with respect to Company Products or Services. Each Significant Customer is listed on Schedule 3.23(a) of the Company Disclosure Letter. Since January 1, 20112002, GigOptix neither the Company nor any of its Subsidiaries has not received any notice (whether written or, to GigOptix’s knowledge, oral notice or oral) from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquiror). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2002 or the eight months ended August 31, 2003 was one of the 10 largest suppliers of products and/or services to GigOptixthe Company, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) "SIGNIFICANT SUPPLIER"), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Each Significant Supplier is listed on Schedule 3.23(b) of the Company Disclosure Letter. Since January 1, 20112002, GigOptix neither the Company nor any of its Subsidiaries has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company (or any of its Subsidiaries the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesAcquiror). GigOptix has access, on commercially reasonable terms, The Company and its Subsidiaries have access to all products and services reasonably necessary to carry on the GigOptix Company Businesses, on the terms set forth in applicable Contracts for such products and GigOptix services, and the Company has no knowledge of any reason why it will not continue to have such access on commercially reasonable such terms.
Appears in 1 contract
Sources: Merger Agreement (Symantec Corp)
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Schedule 3.7(a) lists the top ten (10) prescribers of the 10 largest sources of revenues for GigOptix, based Group Companies on amounts paid or payable in the year ended December 31, 2010 an anonymized-basis (each, a “GigOptix Significant CustomerMaterial Prescriber” and collectively, the “Material Prescribers”)) for the twelve-month period ended December 31, 2021 and the twelve-month period ended December 31, 2022, including revenues generated by and number of prescriptions written by each Material Prescriber; provided, that the names of the Material Prescribers shall be disclosed to Buyer promptly following the execution of this Agreement. Neither the Group Companies nor the Seller have received any indication from any Material Prescriber to the effect that, and GigOptix has no knowledge neither the Group Companies nor the Seller have any reason to believe that, any Material Prescriber will stop, materially decrease the rate of or materially change the terms (whether related to payment, price or otherwise) with respect to, purchasing materials, products or services of the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Neither the Group Companies nor the Seller are involved in any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix dispute or controversy with any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixMaterial Prescribers.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided by any supplier whoSchedule 3.7(b) lists the top ten (10) vendors, in the year ended December 31, 2010 was one suppliers or service providers to each member of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable Group Companies (each, a “GigOptix Significant Material Supplier” and collectively, the “Material Suppliers”) for the twelve-month period ended December 31, 2021 and GigOptix has no knowledge the twelve-month period ended December 31, 2022, including the aggregate dollar amount of purchases from each Material Supplier. Neither the Group Companies nor the Sellers have received any indication from any Material Supplier to the effect that, and neither the Group Companies nor the Seller have any reason to believe that, any Material Supplier will or intends to stop, materially decrease the rate of or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Neither the Group Companies nor the Sellers are involved in any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix dispute or controversy with any of its Subsidiaries or that such supplier intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries)Material Suppliers. GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge The Group Companies have not granted a Lien in favor of any reason why it will not continue to have such access on commercially reasonable termsMaterial Supplier.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 4.13(a) of the 10 largest sources Disclosure Schedules contains a true, correct and complete list of revenues for GigOptix(i) the top six (6) customers of the Seller’s fabrication division of the Business and the top four (4) customers of the Seller’s contracting division of the Business, based on amounts paid or payable in each case by Dollar volume during each of the year ended two (2) preceding calendar years ending December 31, 2010 2021 and December 31, 2022 (eachcollectively, a the “GigOptix Significant CustomerTop Customers”)) and identifying the total revenues attributable to each such Top Customer during such period. None of the Top Customers has notified the Seller in writing that it has cancelled, and GigOptix has no knowledge of any material dissatisfaction on terminated or modified its relationship with the part of any GigOptix Significant Customer. Since January 1Seller or that it intends to cancel, 2011, GigOptix has not received any written terminate or modify its relationship with the Seller or, to GigOptix’s knowledge, oral notice from any GigOptix Significant the extent such Top Customer that such customer shall not continue as is a recurring customer of GigOptix Seller or any has an active project with Seller, materially decrease its business with the Seller. To the Knowledge of its Subsidiaries or that the Seller, following consummation of the Transaction, none of the Top Customers, to the extent such Top Customer is a recurring customer intends of Seller, is likely to terminate cease, modify or materially decrease its business or otherwise modify existing Contracts its relationship with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixSeller.
(b) GigOptix has no outstanding material dispute concerning products and/or services provided Section 4.13(b) of the Disclosure Schedules contains a true, correct and complete list of the top nine (9) suppliers of the Seller’s Business, by any supplier who, in Dollar volume during each of the year ended two (2) preceding calendar years ending December 31, 2010 was one of 2021 and December 31, 2022 (collectively, the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant SupplierTop Suppliers”) and GigOptix identifying the total payments attributable to each such Top Supplier during such period. None of the Top Suppliers has no knowledge of any material dissatisfaction on notified the part of any GigOptix Significant Supplier. Since January 1Seller in writing that it has cancelled, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix terminated or any of modified its Subsidiaries relationship with the Seller or that such supplier it intends to cancel, terminate or materially modify existing Contracts its relationship with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable termsSeller, to all products and services reasonably necessary the extent such Top Supplier is a recurring supplier of Seller or has an active project with the Seller, materially decrease its business with the Seller. To the Knowledge of the Seller, following consummation of the Transaction, none of the Top Suppliers, to carry on the GigOptix Businessesextent such Top Supplier is a recurring supplier of the Seller, and GigOptix has no knowledge of any reason why it will not continue is likely to have such access on commercially reasonable termscease modify or materially decrease its business or otherwise modify its relationship with the Seller.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix has no outstanding material disputes concerning its products and/or The Company Offerings or services with any customer or distributor who was one are only provided to third parties under the terms of the warranty described in Schedule 3.20(a) of the Company Disclosure Letter.
(b) Schedule 3.20(b) of the Company Disclosure Letter sets forth the top 100 end customers (or group of affiliated customers) and top 10 largest sources value-added resellers of revenues for GigOptix, the Company and its Subsidiaries based on amounts paid payments received or payable in due over the year 12 complete calendar months ended December 31, 2010 prior to the Agreement Date (each, each a “GigOptix Significant Customer”). All Significant Customers are current in their payment of invoices and none of the Acquired Companies has, and GigOptix has no knowledge of not had, any material dissatisfaction on disputes with any Significant Customer that arose and remained unresolved during the part past 12 months. During the past 12 months, none of any GigOptix Significant Customer. Since January 1, 2011, GigOptix the Acquired Companies has not received any written or, to GigOptix’s knowledge, oral notice or other written communication from any GigOptix Significant Customer that such customer shall Significant Customer will not continue as a customer or distributor, as the case may be, of GigOptix or any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Acquired Companies (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesParent) or that such customer refuses Significant Customer intends to make payments for products delivered terminate, breach or services rendered. GigOptix has not had request a material modification to any of its products existing Contracts with any of the Acquired Companies (or the Surviving Corporation or Parent) or that such Significant Customer may not renew any of its existing Contracts with any of the Acquired Companies (or the Surviving Corporation or Parent) at the end of the current term of such Contracts. None of the Company Offerings have been returned by a GigOptix any such Significant Customer thereof except for normal warranty returns consistent with past history and those such returns that would not result in a reversal of any material amount of revenue by GigOptixthe Acquired Companies.
(bc) GigOptix Schedule 3.20(c) of the Company Disclosure Letter sets forth the top 15 vendors and suppliers of technical products and services to the Acquired Companies based on amounts paid or payable by the Acquired Companies to such suppliers over the 12 complete calendar months ended prior to the Agreement Date (each, a “Significant Supplier”). Each of the Acquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and has no outstanding not had, any material dispute concerning Contracts with or products and/or services provided by any supplier who, in Significant Supplier that arose or remained unresolved during the year ended December 31, 2010 was one of the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) and GigOptix past 12 months. The Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant SupplierSupplier or any facts or circumstances that could reasonably lead to such material dissatisfaction. Since January 1, 2011, GigOptix None of the Acquired Companies has not received any written or, to the Knowledge of the Company, oral notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries the Acquired Companies (or the Surviving Corporation or Parent) or that such supplier intends to terminate terminate, breach or materially modify not renew existing Contracts with GigOptix any of the Acquired Companies (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesParent). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix The Company Offerings or Services are only provided to third parties under the terms of the warranty described in Schedule 3.25(a) of the Company Disclosure Letter.
(b) Neither the Company nor the Operating Subsidiary currently has no outstanding or previously has had, any material disputes concerning its products and/or services with any customer or distributor who was one of the 10 largest sources of revenues for GigOptix, based on amounts paid Company or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”)Operating Subsidiary, and GigOptix the Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant Customersuch customer or any facts or circumstances that would lead to such material dissatisfaction. Since January 1, 2011, GigOptix Each such customer is listed on Schedule 3.25(b) of the Company Disclosure Letter. Neither the Company nor the Operating Subsidiary has not received any written or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Customer customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries the Company or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixParent).
(bc) GigOptix Neither the Company nor the Operating Subsidiary has, and has no outstanding not had, any material dispute concerning products and/or services provided by any supplier who, in the year ended December 31twelve months preceding the Balance Sheet Date, 2010 was one of the 10 largest suppliers of products and/or services to GigOptixthe Company or the Operating Subsidiary, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) ), and GigOptix the Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant SupplierSupplier or any facts or circumstances that would lead to such material dissatisfaction. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 3.25(c) of the Company Disclosure Letter.Neither the Company nor the Operating Subsidiary has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries the Operating Subsidiary, as applicable, or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or the Operating Subsidiary (or the Surviving Corporation, Endwave Corporation or any Parent).Each of its Subsidiaries). GigOptix the Company and the Operating Subsidiary has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix BusinessesCompany Business, and GigOptix the Company has no knowledge Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Customers and Suppliers. (ai) GigOptix has no outstanding material disputes concerning its products and/or services with any customer or distributor who was one Section 6.1(t)(i) of the 10 Company Disclosure Letter sets forth the twenty-five (25) largest sources customers of revenues for GigOptix, the Company and its Subsidiaries (based on dollar amounts paid or payable in of products and services purchased from them on a consolidated basis) for the year ended years ending December 31, 2010 2018 and December 31, 2019 (eachthe “Material Customers”) and the dollar amounts for which the Company and its Subsidiaries collectively invoiced such Material Customers during such periods. All Material Customers continue to be customers of the Company and its Subsidiaries and none of them have received any notice, a “GigOptix Significant Customer”)nor does the Company otherwise have Knowledge, that any Material Customer will materially reduce its business with the Company and GigOptix has no knowledge of any material dissatisfaction on its Subsidiaries from the part of any GigOptix Significant Customerlevels achieved during the year ending December 31, 2019. Since January 1the Balance Sheet Date, 2011, GigOptix no Material Customer has not received any written modified or, to GigOptix’s knowledgethe Knowledge of the Company, oral notice from any GigOptix Significant Customer indicated that such customer shall not continue as a customer of GigOptix or it intends to adversely modify its relationship with the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries or that such customer intends to terminate or materially modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. GigOptix has not had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result is currently involved in a reversal of any material amount of revenue by GigOptixclaim, dispute or controversy with any Material Customer.
(bii) GigOptix has no outstanding material dispute concerning Section 6.1(t)(ii) of the Company Disclosure Letter sets forth the twenty-five (25) largest vendors of the Company and its Subsidiaries (based on dollar amounts of products and/or and services provided purchased from them by any supplier who, in the year ended Company and its Subsidiaries on a consolidated basis) for the years ending December 31, 2010 was one of 2018 and December 31, 2019 (the 10 largest suppliers of products and/or services to GigOptix, based on amounts paid or payable (each, a “GigOptix Significant SupplierMaterial Vendors”) and GigOptix has no knowledge the dollar amounts for which the Company and its Subsidiaries were collectively invoiced by such Material Vendors during such periods. All Material Vendors continue to be vendors of the Company and its Subsidiaries and none of them have received any material dissatisfaction on notice, nor does the part of Company otherwise have Knowledge, that any GigOptix Significant SupplierMaterial Vendor will materially reduce its business with the Company and its Subsidiaries from the levels achieved during the year ending December 31, 2019. Since January 1the Balance Sheet Date, 2011no Material Vendor has modified or, GigOptix has not received any written notice from any GigOptix Significant Supplier to the Knowledge of the Company, indicated that such supplier shall not continue as a supplier it intends to GigOptix or adversely modify its relationship with the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is currently involved in any material claim, dispute or that such supplier intends to terminate or materially modify existing Contracts controversy with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsMaterial Vendor.
Appears in 1 contract
Sources: Agreement and Plan of Merger (KAR Auction Services, Inc.)
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended December 31, 2012 or the six months ended June 30, 2013, was one of the 10 20 largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix "Significant Customer”"), and GigOptix the Company has no knowledge Knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Part 2.25(a) of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has not received any written orwritten, or to GigOptix’s knowledgethe Knowledge of the Company, oral notice any other, information from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedParent). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof in the year ended December 31, 2012 or the six months ended June 30, 2013 except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixhistory.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2012 or the six months ended June 30, 2013, was one of the 10 largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, based on amounts paid or payable (each, a “GigOptix "Significant Supplier”) "), and GigOptix the Company has no knowledge Knowledge of any written notice of material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Part 2.25(b) of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Surviving Corporation or Parent) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave Corporation or any of its SubsidiariesParent). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge Knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Millennial Media Inc.)
Customers and Suppliers. (a) GigOptix No Acquired Company has no any outstanding material disputes concerning its products and/or services any Company Products with any customer customer, user, reseller, distributor, OEM or distributor who other licensee who, in either (i) the fiscal year ended December 31, 2020 was and/or (ii) the first six months of the fiscal year ending December 31, 2021 is reasonably projected to be, one of the 10 ten largest sources of revenues for GigOptixthe Acquired Companies, based on amounts paid or payable in to the year ended December 31, 2010 Acquired Companies with respect to such periods (each, a “GigOptix Significant Customer”), and GigOptix has no . To the knowledge of any the Acquired Companies, there is no material dissatisfaction on the part of any GigOptix Significant CustomerCustomer with respect to any Company Products. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 3.22(a) of the Disclosure Schedule. No Acquired Company has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix or any of its Subsidiaries or that such customer Significant Customer intends to terminate terminate, decline to renew or materially negatively modify any existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedan Acquired Company. GigOptix has not No Acquired Companies have had any of its products returned by a GigOptix Significant Customer thereof except for normal warranty returns consistent complaints with past history and those returns respect to any Company Products that has or would not reasonably be expected to result in a reversal of any material amount of revenue by GigOptixthe Acquired Companies.
(b) GigOptix No Acquired Company has no any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended December 31, 2010 2020 was and/or (ii) the first six months of the fiscal year ending December 31, 2021 is reasonably projected to be, one of the 10 20 largest suppliers of products and/or services to GigOptix, the Acquired Companies based on amounts paid or payable by the Acquired Companies to such supplier during such period (each, a “GigOptix Significant Supplier”). Each Significant Supplier is listed on Schedule 3.22(b) and GigOptix of the Disclosure Schedule. No Acquired Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix or any of its Subsidiaries or that such supplier Significant Supplier intends to terminate terminate, decline to renew or materially negatively modify existing Contracts with GigOptix (or the Surviving Corporation, Endwave or any of its Subsidiaries). GigOptix has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businesses, and GigOptix has no knowledge of any reason why it will not continue to have such access on commercially reasonable termsan Acquired Company.
Appears in 1 contract
Customers and Suppliers. (a) GigOptix Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended December 31, 2011 or the 12-month period ended December 31, 2011, was one of the 10 twenty (20) largest sources of revenues for GigOptixthe Company and its Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Each Significant Customer is listed on Schedule 2.20(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written or, to GigOptix’s knowledge, oral notice information from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Final Surviving LLC or Acquirer) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Final Surviving Corporation, Endwave LLC or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedAcquirer). GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by GigOptixthe Company.
(b) GigOptix Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2010 2011 or the 12-month period ended December 31, 2011, was one of the 10 twenty (20) largest suppliers of products and/or services to GigOptixthe Company and its Subsidiaries, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) ), and GigOptix the Company has no knowledge of any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Each Significant Supplier is listed on Schedule 2.20(b) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has not received any written notice information from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Final Surviving LLC or Acquirer) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Final Surviving Corporation, Endwave LLC or any of its SubsidiariesAcquirer). GigOptix has The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (ShoreTel Inc)
Customers and Suppliers. (a) GigOptix a. Neither the Company nor any Subsidiary has no any outstanding material disputes concerning its products and/or services with any customer or distributor who who, in the year ended January 31, 2013 or the six month period ended July 31, 2013, was one of the 10 20 largest sources of revenues for GigOptixthe Company and the Subsidiaries, based on amounts paid or payable in the year ended December 31, 2010 (each, a “GigOptix Significant Customer”), and GigOptix as of the Agreement Date, the Company has no knowledge outstanding disputes with any of it Significant Customers. Each Significant Customer is listed on Section 2.19(a) of the Company Disclosure Schedule. Neither the Company nor any material dissatisfaction on the part of any GigOptix Significant Customer. Since January 1, 2011, GigOptix Subsidiary has not received any written or, to GigOptix’s knowledge, oral notice from any GigOptix Significant Customer that such customer shall not continue as a customer of GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave or any Acquiror) as a result of its Subsidiaries) or that such customer refuses to make payments for products delivered or services renderedthe transaction contemplated herein. GigOptix The Company has not had any of its products returned by a GigOptix Significant Customer purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result properly reserved for in a reversal of any material amount of revenue by GigOptixthe Company’s books and records.
(b) GigOptix b. Neither the Company nor any Subsidiary has no any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December January 31, 2010 2013 or the six-month period ended July 31, 2013, was one of the 10 largest suppliers of products and/or services to GigOptixthe Company and the Subsidiaries, based on amounts paid or payable (each, a “GigOptix Significant Supplier”) ), and GigOptix as of the Agreement Date, the Company has no knowledge outstanding disputes with any of its Significant Suppliers. Each Significant Supplier is listed on Section 2.19(b) of the Company Disclosure Schedule. Neither the Company nor any material dissatisfaction on the part of any GigOptix Significant Supplier. Since January 1, 2011, GigOptix Subsidiary has not received any written notice from any GigOptix Significant Supplier that such supplier shall not continue as a supplier to GigOptix the Company or any of its Subsidiaries such Subsidiary (or the Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with GigOptix the Company or such Subsidiary (or the Surviving Corporation, Endwave or any Acquiror) as a result of its Subsidiaries)the transactions contemplated herein. GigOptix has The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the GigOptix Businessestheir respective businesses, and GigOptix the Company has no knowledge of any reason why it they will not continue to have such access on commercially reasonable terms.
Appears in 1 contract
Sources: Merger Agreement (Proofpoint Inc)