Clients and Suppliers Sample Clauses

Clients and Suppliers. Except as set forth on Schedule 4.30, during the six (6) month period prior to the Closing Date, Seller has not experienced termination of any relationships with its clients or suppliers of Seller. Except as set forth on Schedule 4.30, Seller is not aware of any aspect of any client or supplier relationship that has resulted in or contributed to or could reasonably be expected to result in or contribute to, a material degradation in the overall state of such client or supplier relationship.

Clients and Suppliers. Section 4.7 of the Disclosure Schedule sets forth a correct and complete list of (a) the top 15 most significant clients (determined by dollar amount of revenue) and (b) the top 10 most significant suppliers (determined by dollar amount of purchases of the Company for the year ended December 31, 2018). Since December 31, 2018, no such supplier or client has canceled or otherwise terminated outside the ordinary course of business, or to the Company’s Knowledge, threatened to cancel or otherwise terminate, its relationship with the Company. Since December 31, 2018, none of Seller or the Company has received any written notice that any such supplier or client may cancel or otherwise modify or limit its relationship with the Company or limit its services to the Company, or its usage or purchase of the services of the Company either as a result of the transactions contemplated hereby or otherwise outside the ordinary course of business.

Clients and Suppliers. Section 4.7 of the Disclosure Schedule sets forth a correct and complete list of the top 15 most significant clients (determined by dollar amount of revenue for the 12 months ended December 31, 2020 and 3 months ended March 31, 2021). Since March 31, 2021, no such client has canceled or otherwise terminated, threatened to cancel or otherwise terminate, its relationship with the Company. Since March 31, 2021, none of Sellers or the Company has received any written notice that any such client may cancel or otherwise modify or limit its relationship with the Company, or its usage or purchase of the services of the Company either as a result of the Transaction contemplated hereby or otherwise.

Clients and Suppliers. Section 3.19(a) of the Seller Disclosure Letter sets forth a true and complete list of (i) the top 20 customers and distributors of the Business (based on dollar amount of sales to such customers and distributors) for the 12 month periods ended December 31, 2017 and the five months ended May 31, 2018 and (ii) the amount for which each such customer or distributor was invoiced by the Business during such period. The Seller has not received any notice or has any reason to believe that any of such customers or distributors (including the Seller and its Affiliates) (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Business or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Business. None of such customers or distributors has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Clients and Suppliers. (a) Section 4.18(a) of the Disclosure Letter sets forth a correct and complete list, for the twelve (12)-month period ended December 31, 2024, of (i) the ten (10) largest clients of the Company Group (taken as a whole), in each case measured by the revenue earned by the Company Group (taken as a whole) during such twelve (12)-month period in respect of services provided to each such customer (the “Material Clients”) and (ii) the ten (10) largest suppliers of goods and services to the Company Group (taken as a whole), in each case measured by the expenditure by the Company Group (taken as a whole) during such twelve (12)-month period in respect of goods and services provided by each such supplier (the “Material Suppliers”). (b) No Material Client or Material Supplier has notified the Company Group in writing that it intends to terminate or modify, or, to the Knowledge of the Company, threatened to terminate or modify, in any manner materially adverse to the Company Group, any Contract of such Material Client or Material Supplier, as applicable, with the Company Group.

Clients and Suppliers. (a) Section 2.20(a) of the Disclosure Schedule sets forth a true and complete list of (i) the names of all clients of the Fleetmatics Entities with a billing for each such client of $50,000 or more during the 12 months ended June 30, 2010, (ii) the amount for which each such client was invoiced during such period and (iii) the percentage of the total sales of the Business represented by sales to each such customer during such period. None of the Fleetmatics Entities has received any oral or written notice or has any reason to believe that any of such clients (A) has ceased or substantially reduced, or may cease or substantially reduce, use of products or services or (B) has sought, or is seeking, to reduce the price it will pay for the products or services. None of such clients has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (b) Section 2.20(b) of the Disclosure Schedule sets forth a true and complete list of (i) all suppliers from which any of the Fleetmatics Entities ordered products or services with an aggregate purchase price for each such supplier of $100,000 or more during the 12 months ended June 30, 2010 and (ii) the amount for which each such supplier invoiced each of the Fleetmatics Entities during such period. None of the Fleetmatics Entities has received any oral or written notice or has any reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or that any such supplier will not sell supplies or services to the Fleetmatics Entities at any time after Completion on terms and conditions substantially the same as those used in its current sales to the Fleetmatics Entities, subject to general and customary price increases. No such supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Clients and Suppliers. Except as set forth in the Disclosure Schedule, Fastcom does not know and has no reason to believe that, either as a result of the transactions contemplated hereby or for any other reason (exclusive of expiration of a contract upon the passage of time), any present material client or supplier of Fastcom will not continue to conduct business with Fastcom after the Closing Date in substantially the same manner as it has conducted business prior thereto.

Clients and Suppliers. (a) Schedule 3.19(a) sets forth a true and complete list of the forty (40) largest clients of the Group Companies (i.e., to which any of the Group Companies provided services), measured by the aggregate amount of sales made by any of the Group Companies to such clients during the two most recently completed fiscal years of the Group Companies (the “Material Clients”), and the aggregate amount of such sales made to each such Material Client during such fiscal year. Except as set forth on Schedule 3.19(a), no Material Client has (i) had an adverse change in the business relationship, or any material dispute, between such Material Client and the applicable Group Company; (ii) terminated, cancelled or failed to renew, or given any Group Company notice that references its intention to terminate, cancel or fail to renew, its business relationship with such Group Company (whether or not subject to a Contract); or (iii) ceased or materially reduced, or given any Group Company notice that references its intention to cease or materially reduce, its business dealings with any Group Company. (b) Schedule 3.19(b) sets forth a true and complete list of the twenty (20) largest suppliers of the Group Companies (i.e., which provide any of the Group Companies with products or services), measured by the aggregate amount of sales made by such suppliers to the Group Companies during the two most recently completed fiscal years of the Group Companies (the “Material Suppliers”), and the aggregate amount of such sales made by each such Material Supplier during such fiscal year. Except as set forth on Schedule 3.19(b), no Material Supplier has (i) had an adverse change in the business relationship, or any material dispute, between such Material Supplier and the applicable Group Company; (ii) terminated, cancelled or failed to renew, or given any Group Company notice that references its intention to terminate, cancel or fail to renew, its business relationship with such Group Company (whether or not subject to a Contract); or (iii) ceased or materially reduced, or given any Group Company notice that references its intention to cease or materially reduce, its business dealings with any Group Company.

Clients and Suppliers. (a) Schedule 2.20(a) sets forth a true and complete list of (i) the names of the top eight (8) clients of the Business (including the Sellers and their Affiliates) during the 3-month period ended March 31, 2021 (collectively, the “Top Clients”), (ii) the amount each such client was invoiced during such period and (iii) the percentage of the total sales of the Business represented by sales to each such customer during such period. No Seller has received any written notice or, to the Knowledge of the Sellers, has reason to believe that any of such clients will cease or substantially reduce use of products or services of the Business following the Closing Date. (b) Section 2.20(b) sets forth a true and complete list of (i) the name of the top ten (10) suppliers of the Business (including the Sellers and their Affiliates) from which the Sellers ordered products during the 3-month period ended March 31, 2021 (the “Top Supplier”) and (ii) the amount for which such supplier invoiced the Sellers during such period. No Seller has received any notice or, to the Seller Parties’ Knowledge, has any reason to believe that any of such suppliers will substantially increase its prices or will not sell supplies or services to the Buyer following the Closing Date on substantially the same terms as in respect of its current sales to the Sellers. (c) True, correct and complete copies of all agreements with the Top Clients and Top Supplier have been provided to the Buyer.