Agreements With Customers and Suppliers Sample Clauses

Agreements With Customers and Suppliers. (i) Set forth on Schedule 3.2(s)(i) is a list of the 10 largest customer accounts of J&P Wholesale based on aggregate revenue attributable to each such account (but excluding accounts between the Companies), during the fiscal year ended June 24, 2006 (the “Latest Fiscal Year”), together with the aggregate amount of revenues attributable to such customer account for such period. (ii) With respect to the customers listed on Schedule 3.2(s)(i) for the Latest Fiscal Year, none of the Companies has received any verbal or written notice that such customer (A) intends to terminate or materially reduce its purchases from such Company or materially alter the terms of such purchases, whether by reason of the consummation of the transactions contemplated hereby or otherwise, or (B) will imminently (1) be subject to the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against such customer or (2) generally assign its assets for the benefit of its creditors. (iii) With respect to the five largest suppliers of the Companies, taken together, for the Latest Fiscal Year (based upon aggregate payments by the Companies to such suppliers, but excluding accounts between the Companies), none of the Companies has received any written notice that such supplier intends to discontinue or materially diminish its relationship as a supplier to such Company, or materially alter the terms of such relationship, whether by reason of the consummation of the transactions contemplated hereby or otherwise.
Sample 1
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Agreements With Customers and Suppliers. (a) Set forth on Section 3.22(a) of the Company Disclosure Schedule is a list of the fifty (50) largest customers of the Company and its Subsidiaries, based on aggregate revenue attributable to each such customer, during each of the following periods: (i) the latest twelve months ended February 28, 2005 (the "Latest Twelve Months"), (ii) the calendar year ended December 31, 2004 and (iii) the calendar year ended December 31, 2003, together with (x) the aggregate amount of revenues attributable to such customer for each such period and (y) the gross profit (defined as net sales as determined in accordance with past practices less cost of good sold) attributable to each such customer during the Latest Twelve Months. With respect to the customers listed on Section 3.22(a) of the Company Disclosure Schedule for the Latest Twelve Months, no such customer has terminated, or materially reduced, or made a material change in its pattern of, purchasing from the Company or any of its Subsidiaries, and to the Knowledge of the Company, no such customer intends to do any of the foregoing, whether by reason of the consummation of the Transactions or otherwise. (b) Set forth on Section 3.22(b) of the Company Disclosure Schedule is a list of the twenty (20) largest suppliers to the Company and its Subsidiaries, during each of the following periods: (i) the Latest Twelve Months, (ii) the calendar year ended December 31, 2004 and (iii) the calendar year ended December 31, 2003, setting forth the aggregate amount of payments made by the Company or a Subsidiary to each Person for each such period. With respect to the suppliers listed on Section 3.22(b) of the Company Disclosure Schedule for the Latest Twelve Months, no such supplier has discontinued or materially diminished its relationship as a supplier to the Company or any Subsidiary, and to the Knowledge of the Company, no such supplier intends to do any of the foregoing, whether by reason of the consummation of the Transactions or otherwise.
Sample 1
Agreements With Customers and Suppliers. (a) Set forth on Schedule 5.20(a) is a list of the ten (10) largest customers of the Company, based on revenue attributable to each such customer, during each of the following periods: (i) the latest 12 months ended on the date of the Interim Balance Sheet, and (ii) the fiscal year ended September 30, 2007. With respect to the customers listed on Schedule 5.20(a), except as disclosed on Schedule 5.20(a), to the Knowledge of the Company, the Company has not received oral or written notice from any customer that such customer intends to terminate or materially reduce its purchases from the Company, or materially alter the terms of such purchases, whether by reason of the consummation of the Contemplated Transactions or otherwise. Since August 31, 2008, the Company has accounted for any anticipated customer returns, allowances, damage claims, price adjustments and other customer concessions, in accordance with GAAP. (b) Set forth on Schedule 5.20(b) is a list of the ten (10) largest suppliers of goods or services to the Company, and the aggregate amount of payments made by the Company to such Persons, during each of the following periods: (i) the latest 12 months ended on the date of the Interim Balance Sheet, and (ii) the fiscal year ended September 30, 2007. With respect to the suppliers listed on Schedule 5.20(b), except as disclosed on Schedule 5.20(b), to the Knowledge of the Company, the Company has not received oral or written notice from any supplier that such supplier intends to terminate or materially reduce or materially alter its relationship with the Company, whether by reason of the consummation of the Contemplated Transactions or otherwise.
Sample 1
Agreements With Customers and Suppliers. Set forth on Schedule 7.19 is a list of the twenty (20) largest customers of the Company and its Subsidiaries collectively, based on aggregate revenue attributable to each such customer and, during each of the following periods: (a) the latest eight (8) months ended on the date of the Interim Balance Sheet (the “Latest Eight Months”) and (b) the fiscal year ended December 31, 2005. Schedule 7.19 sets forth aggregate amount of revenues attributable to each such customer for each such period. Except as set forth on Schedule 7.19, to the Knowledge of the Company, no such customer intends to terminate or materially reduce its purchases from the Company or any Subsidiary of the Company, or materially alter the terms of such purchases, whether by reason of the consummation of the Contemplated Transactions or otherwise. Set forth on Schedule 7.19 is a list of the twenty (20) largest Providers party to Contracts with the Company and its Subsidiaries, based upon aggregate payments by the Company and/or its Subsidiaries to such Persons, during (a) the Latest Eight Months and (b) the fiscal year ended December 31, 2005. Schedule 7.19 sets forth the aggregate amount of payments made by the Company and/or its Subsidiaries to each such Person for each such period. With respect to the Providers listed on Schedule 7.19 for the fiscal year ended December 31, 2005, to the Knowledge of the Company no such Provider has or intends to discontinue or materially diminish its relationship with the Company and/or its Subsidiaries or materially alter the terms of such relationship, whether by reason of the consummation of the Contemplated Transactions or otherwise.
Sample 1

Related to Agreements With Customers and Suppliers

  • AGREEMENTS WITH CUSTOMERS The Products are provided by the Third Party Vendor. All Terms of Use or Service as established by the Third Party Vendor and as set forth inter alia at xxxxx://xxx.xxxxxxxx.xxx/legal/migrationwiz-user-agreement/ and xxxxx://xxx.xxxxxxxx.xxx/legal/mspcomplete-access-agreement/ shall apply to the VAR’s resale activity and to the VAR’s Customers, including but not limited to the VAR’s indemnity of the Third Party Vendor based upon the VAR’s acts or omissions and including indemnity of the Third Party Vendor for any infringement claims arising from the combination by the VAR and/or Customers of Third Party Vendor’s intellectual property with the VAR or any third party’s intellectual property. The VAR agrees to provide each Customer with terms of use and gain their acceptance. You covenant, represent and warrant that you will present all Terms of Use or Service to each of your Customers and obtain their enforceable agreement to the Terms of Use or Service before permitting them to access or use the Products. You covenant, represent and warrant that no subscription for the Products shall be activated for or used by your Customers before the Customer agrees to the Terms of Use or Service. You will track and record acceptance by your Customers of the Terms of Use or Service and will provide such information to the Company upon request. The Company may modify these terms and conditions at any time. 1. PRODUCTS 2. THIRD PARTY VENDOR

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Customers and Suppliers (a) Neither the Company nor any Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Customer”), and the Company has not received any written notice of any material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.22(a) of the Company Disclosure Letter. Neither the Company nor any of its Subsidiaries has received any information from any Significant Customer that such Significant Customer will not continue as a customer of the Company as wholly-owned by the Acquiror or such Subsidiary, after the Closing or that such Significant Customer intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole. (b) All Company Products sold, licensed, leased or delivered by the Company or any Subsidiary to customers and all services provided by or through the Company or any Subsidiary to customers on or prior to the Closing Date conform in all material respects to applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof), and conform in all material respects to packaging, advertising and marketing materials and to applicable product or service specifications or documentation. Neither the Company nor any Subsidiary has any Liability (and, to the knowledge of the Company, there is no legitimate basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim or demand against the Company or any Subsidiary giving rise to any material Liability relating to the foregoing Contracts) for replacement or repair thereof or other damages in connection therewith in excess of any reserves therefor reflected on the Company Balance Sheet. (c) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended September 30, 2009 or the six (6) months ended March 31, 2010, was one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries, based on amounts paid or payable (each, a “Significant Supplier”), and the Company has no knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.22(c) of the Company Disclosure Letter. Other than as set forth in Schedule 2.22(c) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has received any information that any such Significant Supplier will not continue as a supplier to the Company as wholly-owned by the Acquiror or such Subsidiary after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company as wholly-owned by the Acquiror or such Subsidiary. The Company and its Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no knowledge of any reason why they will not continue to have such access on commercially reasonable terms.

  • Agreements with Subcontractors Business Associate shall enter into a Business Associate Agreement with any Subcontractor to whom it provides PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity in which the Subcontractor agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such PHI. Business Associate must enter into this Business Associate Agreement before any use by or disclosure of PHI to such agent. The written agreement must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the agreement concerning the use or disclosure of PHI. Business Associate shall provide a copy of the Business Associate Agreement it enters into with a subcontractor to Covered Entity upon request. Business associate may not make any disclosure of PHI to any Subcontractor without prior written consent of Covered Entity.

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

  • Material Customers and Suppliers Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • Agreements with Third Parties Each member of the VL Group is in compliance in all material respects with each and every one of its obligations under agreements with third parties to which it is a party or by which it is bound, the breach of which could be expected to result in a Material Adverse Change.

  • Contracts with Subcontractors a. Grantee may enter into contracts with subcontractors unless restricted or otherwise prohibited in the Contract. b. Grantees are prohibited from subcontracting with for-profit organizations under this Contract. c. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee will obtain written approval from the System Agency. d. Grantee will obtain written approval from System Agency before modifying any subcontract agreement to cause the agreement to exceed $100,000. e. Grantee will establish written policies and procedures for competitive procurement and monitoring of subcontracts and will develop a subcontracting monitoring plan. f. monitor subcontractors for both financial and programmatic performance and will maintain pertinent records. g. submit quarterly monitoring reports to the System Agency in a format determined by the System Agency. h. ensure that subcontracts are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. i. ensure all subcontracts, must be in writing and include the following: 1. Name and address of all parties and the subcontractor’s Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services to be provided; 3. Measurable method and rate of payment and total not-to-exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. j. ensure and be responsible for the performance of the subcontractor(s). k. not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be otherwise ineligible to abide by the terms of this Contract.

  • Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply. (b) The Company has no knowledge that the customer base of the Company might materially decrease.

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