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. Schedule 3.21(a) sets forth is a complete and correct list of the names of the fifteen (15) largest clients of Seller by revenue (the “Material Clients”) for the year ended December 31, 2019 and as of the end of the Latest Balance Sheet Date, respectively, and sets forth opposite the name of each such Material Client the amount invoiced to such Material Client during such respective period; and Schedule 3.21(b) sets forth the ten (10) top suppliers of Seller by amount spent for the year ended December 31, 2019 and as of the end of the Latest Balance Sheet Date, respectively. Since January 1, 2020, no such supplier or Material Client has (i) has cancelled or otherwise terminated, or, to Seller’s Knowledge, threatened to cancel or terminate, its relationship with Seller, (ii) materially decreased or threatened to materially decrease its purchases from, or supplies to, Seller, or (iii) materially increased or threatened to increase pricing terms with respect to goods or services sold to Seller. Seller has no Knowledge, that any such supplier or Material Client intends to cancel or otherwise modify its relationship with Seller, or with Buyer, as a result of or on or after the Closing.
Clients and Suppliers. Section 4.7 of the Disclosure Schedule sets forth an accurate and complete list of (a) the top fifteen (15) most significant clients (determined by dollar amount of revenue) and (b) the top ten (10) most significant suppliers (determined by dollar amount of purchases) of the Company for the year ended December 31, 2017. Since December 31, 2017, no such supplier or client has canceled or otherwise terminated, or to the Knowledge of the Members, threatened to cancel or otherwise terminate, its relationship with the Company. Since December 31, 2017, none of the Members or the Company has received any written notice that any such supplier or client may cancel or otherwise materially and adversely 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.
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. 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 6 months ended June 29, 2020). Since June 30, 2020, no such client has canceled or otherwise terminated, or to the Seller’s knowledge, threatened to cancel or otherwise terminate, its relationship with the Company. Since June 30, 2020, none of Seller 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 transactions contemplated hereby or otherwise.
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 4.19(a) specifies the 20 largest investment advisory clients in terms of dollar value of services sold by the Business during the 12 months ended August 31, 2010. Except as specified on Schedule 4.19(a), the Company has not received any written notice from any of such clients terminating, canceling or threatening to terminate or cancel any Contract or relationship with the Company. Schedule 4.19(a) also specifies the names of the DB1/65207936.19 respective suppliers that were, in the aggregate, the 10 largest suppliers in terms of dollar value of products or services, or both, used by the Company during the twelve months ended August 31, 2010. The Company has not received any written notice from any of such suppliers terminating, canceling or threatening to terminate or cancel any Contract or relationship with the Company.
(b) Schedule 4.19(b) sets forth an itemized list of each investment advisory client of the Company (including, in the case of the MGA Clients, a list of each underlying client, partner or member of each of the MGA Clients) as of June 30, 2010 and each such client’s contribution to the revenue of the Company for the six months ended June 30, 2010.
Clients and Suppliers. Section 4.7 of the Disclosure Schedule sets forth a correct and complete list of the top 15 most significant clients and the top 15 most significant suppliers (determined by dollar amount of revenue) for (i) the 12 months ended December 31, 2020, (ii) the 12 months ended December 31, 2021, (iii) the 12 months ended December 31, 2022 and (iv) the 8 months ended August 31, 2023. Since August 31, 2023, 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 August 31, 2023, neither Seller 1, Seller 2 nor 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.
Clients and Suppliers. (a) Schedule 3.17(a) of the Disclosure Schedules sets forth a true and complete list of (i) the names of all clients, customers and licensors of the Business (including the Seller and its Affiliates) with a billing for each such client of $500,000 or more during the 12 months ended Xxxxx 00, 0000, (xx) the amount for which each such Person was invoiced during such period and (iii) the percentage of the total sales of the Business represented by sales to each such Person during such period. The Seller has not received any written notice and, to the knowledge of the Seller, there is no reason to believe that any of such Persons (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Business or (B) is seeking to reduce the price it will pay for the services of the Business. To the knowledge of the Seller, none of such Persons 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.
(b) Schedule 3.17(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers or licensors of the Business (including the Seller and its Affiliates) from which the Seller ordered products or services with an aggregate purchase price for each such supplier of $25,000 or more during for the 12 months ended Xxxxx 00, 0000xxx (xx) the amount for which each such Person invoiced the Seller during such period. The Seller has not received any written notice and to the knowledge of the Seller, there is no reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such Person, or that any such Person will not sell supplies or services to the Buyer at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Seller, subject to general and customary price increases. To the knowledge of the Seller, no such Person 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) Except as disclosed in Section 3.14(a)(i) of the Disclosure Schedules, there are no clients to whom the Company has provided services or otherwise of the Business the loss of which could reasonably be expected to result in a Material Adverse Effect with respect to the Business or the Company.
(b) There are no vendors, suppliers, contractors, or consultants from whom the Company has purchased goods and/or services, the loss of which could reasonably be expected to result in a Material Adverse Effect with respect to the Business or the Company. Set forth in Section 3.14(b)(ii) of the Disclosure Schedules is a true and accurate list of the top ten (10) suppliers, vendors and consultants of the Company (by expenditure level) during calendar years 2019, 2020 and 2021 (collectively, the “Material Suppliers”), and the aggregate amount paid by the Company to each such Material Supplier during such periods. No Material Supplier has expressed in writing to the Company or any Seller, and neither the Company nor any Seller has Knowledge of, a Material Supplier’s intention or desire to cancel or otherwise terminate its relationship with the Company.
(c) Except as disclosed in Section 3.14(c) of the Disclosure Schedules, (i) the Company is, and has always been, in good standing with Google, Apple, Facebook and all other vendors, and (ii) to the Company’s Knowledge, the Company is not, and has never been, in breach of Google’s, Apple’s, Facebook’s and all other vendors’ and suppliers’ terms and conditions, policies, procedures and rules.
