Customers; Vendors. (a) Section 3.21(a) of the Company Disclosure Letter sets forth a list of the Top Company Customers. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Top Company Customer that such Top Company Customer shall not continue as a customer of the Company and its Subsidiaries or that such Top Company Customer intends to terminate, not renew or materially amend existing Contracts with the Company or any of its Subsidiaries or otherwise materially modify its business relationship with the Company and its Subsidiaries, except as would not be material and adverse to the Company and its Subsidiaries, taken as a whole.
Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2022 (the “Top Customers”).
Customers; Vendors. If Customer hires, employs or engages any third party contractors, processor, a Third Party Service Provider, and/or agents (a “Vendor”) in connection with any Service, such Vendor will be considered Customer’s agent for purposes of the services. Customer shall notify Bank of the name of any Vendor to whom it delegates its duties or responsibilities under this Agreement before that Vendor initiates any transactions or performs an obligation authorized or required under this Agreement. Customer agrees that it shall be solely responsible for ensuring its Vendor complies with Customer’s obligations under this Agreement (including the Security Procedures). Customer is bound by all acts and omissions of such Vendor. Customer confirms that it grants authority to those Vendors, whether or not so identified in accordance with this Section, to legally bind Customer with respect to its use of the Services. Customer is liable for (i) Vendor’s actual failure to comply with any of Customer’s obligations under this Agreement, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of Vendor’s failure to perform, delay or error in performing services on Customer’s behalf. Vendor shall not have any claim against Bank for any Services provided on behalf of Customer. Notwithstanding the foregoing, Customer understands and agrees that Bank may refuse in its sole good faith discretion to accept any Instructions from such Vendor for any reason, but in no event shall Customer or Vendor have a cause of action, legal or equitable, against Bank for such refusal and Customer shall hold Bank harmless for such refusal. Customer shall provide information, including financial information or information demonstrating the security procedures used by Customer or such Vendor or either such party’s compliance with Applicable Laws, which Bank may, in its sole discretion, require from time to time regarding Customer or any Vendor that Customer hires, employs, or retains in any manner, to initiate transactions or assume any of Customer’s duties under this Agreement. Customer understands and agrees that because of the risks involved in certain Services that Customer may utilize, Bank may refuse, in its sole discretion, to provide such Services to Customer if Customer or Vendor retained by Customer does not meet Bank’s qualification criteria. Neither Customer nor any ot...
Customers; Vendors. If Customer engages any third party Vendor to execute Orders, the Vendor is Customer’s agent and Customer is bound by all information, Orders, Entries or other instructions provided on Customer’s behalf by Vendors through the Services in compliance with the procedures required by Bank (including the Security Protocol). Customer confirms that Customer grants authority to Vendors to legally bind Customer with respect to their use of the Services. Customer is liable for (i) the Vendor's actual failure to comply with any of Customer’s obligations under the Agreement and the Service Documentation relating to the Service, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of any Vendor's failure to perform, or delay or error in performing its services on Customer’s behalf. Customer will indemnify Bank and hold Bank harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including, but not limited to, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Agreement) in any way relating to any action or inaction of a Vendor, unless such loss is attributable to Bank’s gross negligence or willful misconduct. In the event Customer terminates its relationship with a Vendor, it is Customer’s sole responsibility to terminate such Vendor’s access to the Services. Customer authorizes Bank to disclose to any third party Vendor information concerning Customer to the extent required to deliver the requested Service.
Customers; Vendors. (a) Schedule 3.22 sets forth a list of the ten largest customers of the Company in terms of revenues during the twelve months ended July 31, 2010 (each such customer, a “Key Customer”). Except as set forth on Schedule 3.22, as of the date hereof, to Sellers’ Knowledge, there has not been any materially adverse change in the Company’s business relationships with any Key Customer since January 1, 2009. As of the date hereof, no Key Customer has informed the Company that it intends to materially change its business relationship with respect to the Company as a result of the consummation of the transactions contemplated by this Agreement, nor, to Sellers’ Knowledge, does any Key Customer have any such intent. To Sellers’ Knowledge, as of the date hereof, no Key Customer intends to change its current or prospective business relationship with the Company in a manner that would cause the representations and warranties in this Section 3.22 to be inaccurate in any material respect, but Government Contracts may be detrimentally affected by funding limits, non-exercise of contract options and similar limitations that may or may not be related to the performance of the Company. To Seller’s Knowledge, with respect to all transactions and business relationships that have resulted in the Company’s accrual of deferred revenue for GAAP purposes as of and since December 31, 2009, (i) the costs to the Company of providing the services or products necessary to recognize such revenue will not result in the profit margin for the Company specifically relating thereto to vary materially and adversely from the historical profit margins of the Company with respect to comparable transactions and business relationships and (ii) all such deferred revenue arises from transactions and business relationships constituting bona fide transactions in the Ordinary Course of Business.
Customers; Vendors. To the extent that the delivery of HRIS Services requires Customer third party vendors to send and/or to receive data from and to NEOED, Customer shall at its own expense cause its third-party vendors to send and/or to receive data from and to NEOED and represents and warrants that such third-party vendors shall do so in compliance with applicable Law. Customer shall reimburse NEOED for any costs NEOED is required to bear in connection with or arising out of any such transmissions of data from and/or to such third-party vendors including any costs associated with any failure by Customer third party vendors to comply with applicable laws.
Customers; Vendors. (a) Section 4.29(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) customers of the Enterprise Apps Business (based on revenue) during the trailing twelve months for the period ending December 31, 2021 (the “Top Customers”).
Customers; Vendors. Set forth on Schedule 2.9 is a list of the customers that, by dollar volume, accounted for not less than eighty percent (80%) of the Business’s revenue for the years ended December 31, 2021, and December 31, 2022 (collectively, the “Key Customers”). Set forth on Schedule 2.9 is a list of the vendors or suppliers that, by dollar volume, accounted for not less than eighty percent (80%) of the Business’s expenses or costs for the years ended December 31, 2021, and December 31, 2022 (collectively, the “Key Vendors”).
Customers; Vendors. Section 2.24 of the Disclosure Schedule sets forth a complete and accurate list of (a) the Company's and its Subsidiaries top twenty (20) customers measured by aggregate xxxxxxxx by the Company or its Subsidiaries during the calendar year ended December 31, 2015 and the six (6) month period ended June 30, 2016 ("Material Customers") and (b) the twenty (20) largest vendors of the Company and its Subsidiaries measured by aggregate xxxxxxxx to the Company or its Subsidiaries during the calendar year ended December 31, 2015 and the six (6) month period ended June 30, 2016 ("Material 'Vendors"). None of the Material Customers or Material Vendors has canceled or terminated their respective Contracts with the Company or its Subsidiaries or delivered any written, or, to the Knowledge of the Company, oral, notice to the Company or its Subsidiaries of their intention -35- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** to terminate such Contracts or adversely modify the terms thereof in a manner material to the Company and its Subsidiaries taken as a whole.
Customers; Vendors. (a) Schedule 4.24(a) sets forth the Material Customers and the aggregate amounts for which USGP, Company, or the Service Entities, as applicable, invoiced such Material Customers during the two (2) most recent fiscal years. Schedule 4.24(a) includes a list of all customer cancellations received by Seller, USGP, Company or any of the Service Entities in writing since December 31, 2014.
