Clients and Vendors Sample Clauses

Clients and Vendors. Seller maintains commercially reasonable relations with each of its clients and vendors, and no event has occurred that could materially and adversely affect Seller’s relations with any client or vendor.
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Clients and Vendors. (a) Schedule ‎3.22(a)(i) sets forth a list of the top twenty (20) clients of the Company and its Subsidiaries during each of the 2016 calendar year and the 2017 calendar year through the date of the Interim Financial Statements, ranked by consolidated revenue from each client in each such year (the “Top 20 Clients”) and Schedule ‎3.22(a)(ii) sets forth a list of the top twenty (20) vendors or suppliers or the Company and its Subsidiaries during each of the 2016 calendar year and the 2017 calendar year through the date of the Interim Financial Statements ranked by the aggregate amounts paid to each such vendor or supplier in each such year (the “Top 20 Vendors”). (b) Since January 1, 2016 no Top 20 Client has canceled or otherwise terminated its relationship with the Group Companies or has materially decreased, or indicated in writing to the Company that it intends to materially decrease, its usage or purchase of services from the Group Companies, in each case, other than in the Ordinary Course. To the Knowledge of the Company, the Company has not received any written threat from any Top 20 Client, to terminate or cancel or otherwise materially modify its relationship with the Group Companies or materially decrease or limit its usage or purchase of services from the Group Companies.
Sample 1
Clients and Vendors. (i) Section 3.2(m)(i) of the Company Disclosure Letter sets forth the twenty-five (25) largest clients of the Company and its Subsidiaries, in terms of revenue collected by the Company on a consolidated basis, during each of the fiscal years ended October 31, 2015 and 2016 (each such client, a “Client”), together with the amounts paid to the Company and its Subsidiaries by each such Client for each such period. As of the date hereof, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice that any Client listed on Section 3.2(m)(i) of the Company Disclosure Letter has cancelled, terminated or materially and adversely modified or intends to cancel or otherwise terminate or materially and adversely modify its relationship with respect to the Company and its Subsidiaries. (ii) Section 3.2(m)(ii) of the Company Disclosure Letter sets forth the ten (10) largest suppliers and vendors (each such vendor, a “Vendor”) of services to the Company and its Subsidiaries, in terms of expense incurred by the Company on a consolidated basis, for each of the fiscal years ended October 31, 2015 and 2016, together with the amounts paid by the Company and its Subsidiaries to each such Vendor for each such period. As of the date hereof, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice that any Vendor listed on Section 3.2(m)(ii) of the Company Disclosure Letter has cancelled, terminated or materially and adversely modified or intends to cancel or otherwise terminate or materially and adversely modify its relationship with respect to the Company and its Subsidiaries.
Sample 1
Clients and Vendors. As of the date hereof, Section 3.20 of the Disclosure Schedule lists the top thirty clients of the Company based upon revenues during the Company’s 2012 fiscal year and each vendor of the Company that represented at least $500,000 in expenses during the Company’s 2012 fiscal year. As of the date hereof, no client or vendor listed on Section 3.20 of the Disclosure Schedule has notified the Company in writing that it will stop or materially decrease the rate of business done with any Company Entity.
Sample 1
Clients and Vendors of the Company Disclosure Schedule contains a complete list of the names of the top 20 Clients and top 20 Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors for the fiscal year ended December 31, 2017. To the Knowledge of the Company, no event has occurred that has adversely affected, or would reasonably be expected to adversely affect, the Company’s or its Subsidiaries’ relations with any Client or Vendor. Except as set forth in Section 2.21 of the Company Disclosure Schedule, no Client or Vendor has cancelled, terminated or, to the Knowledge of the Company, made any threat to cancel or otherwise terminate any of its Contracts with the Company or its Subsidiaries or to materially decrease its usage or supply of the Company’s or its Subsidiaries’ services or products.
Sample 1
Clients and Vendors. Section 4.24(a) of the Company Disclosure Schedule contains a complete list of the names of the Clients and Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors through the year-to-date period ended August 31, 2014. Each contract, agreement, contract right, license agreement, purchase and sale order or other executory right (whether written or oral) between the Company and any of its Clients and Vendors, has been made available to the Purchaser. To the Knowledge of the Company, no event has occurred that has materially and adversely affected, or would reasonably be expected to materially and adversely affect, the Company’s or its Subsidiaries’ relations with any Client or Vendor. Except as set forth in Section 4.24(b) of the Company Disclosure Schedule, no Client or Vendor has cancelled, terminated or, made any threat to cancel or otherwise terminate any of its Contracts with the Company or its Subsidiaries or to materially decrease its usage or supply of the Company’s or its Subsidiaries’ services or products.
Sample 1
Clients and Vendors. As of the Closing Date, (a) No vendor of any Subject Company has indicated in writing that it shall stop, or decrease the rate of, or substantially increase its fees for, supplying products or services to any Subject Company, either prior to, or following the consummation of, the Closing, nor does any Owner have knowledge of such an indication. (b) Schedule 4.25(b) sets forth a list of clients that have terminated their relationships with any Subject Company since July 31, 2008, or have notified in writing any Subject Company or any Owner since July 31, 2008, that they intend to either (i) terminate their relationships with any Subject Company or (ii) substantially decrease the amount of business they conduct with any Subject Company, nor does any Owner have knowledge of such an intention. (c) Except as set forth in Schedule 4.25(c), there are not any clients of any Subject Company that alone or in the aggregate comprise more than one percent (1%) of actual cash receipts as shown in the 2008 Statements and that, to the knowledge of any Owner or any Subject Company, have indicated in writing to the Subject Companies that they are considering or planning to (i) discontinue being clients of CBIZ, Buyer or MC FOS after the Closing, or (ii) substantially decrease the amount of business that they conduct with CBIZ, Buyer or MC FOS or materially alter the terms of such business after the Closing. (d) Except as set forth in Schedule 4.25(d), to the knowledge of any Owner or any Subject Company, no Owner, agent or employee of any Subject Company or any Person related to such Person by blood or marriage holds any position or office with or has any financial interest, direct or indirect, in any vendor, client or account of, or other outside business that has transactions with, any Subject Company. No Subject Company nor any Owner has any agreement or understanding with any Owner, employee, contractor, or representative of any Subject Company that would influence any such Person not to become associated with Buyer, MC FOS or CBIZ from and after the Closing or from serving Buyer, MC FOS or CBIZ after the Closing in a capacity similar to the capacity presently held.
Sample 1
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Clients and Vendors. (a) Schedule 4.18 contains a list of the ten (10) largest clients of Company and Company Subsidiaries for each of the two (2) most recent fiscal years, determined on the basis of the total dollar amount of gross revenue generated by such clients. Company has not receive any written notice, or to the knowledge of Company, oral notice, indicating a client's intent to terminate its relationship with Company. (b) Schedule 4.18 contains a list of the five (5) largest vendors, subcontractors or other service provider to Company and Company Subsidiaries for each of the two (2) most recent fiscal years determined on the basis of the total dollar amount of purchases from such vendors. Company has not receive any written notice, or to the knowledge of Company, oral notice, indicating that any of such providers will not continue to supply or provide services to Company and Company Subsidiaries.
Sample 1
Clients and Vendors of the Company Disclosure Schedule contains a complete list of the names of the Clients and Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors for the Company’s fiscal year ended December 31, 2016. To the Knowledge of the Company, no event has occurred that has, in any material respect, adversely affected, or would reasonably be expected to adversely affect, the Company’s relations with any Client or Vendor, since January 1, 2016. Except as set forth in Section 2.22 of the Company Disclosure Schedule, since January 1, 2016 through the date hereof, no Client or Vendor has cancelled, terminated or, to the Knowledge of the Company, made any threat to cancel or otherwise terminate any of its Contracts with the Company or to materially decrease its usage or supply of the Company’s services or products.
Sample 1

Related to Clients and Vendors

  • Customers and Vendors In furtherance of and not in limitation of Section 6, Executive acknowledges that the lists of the Company’s and its Affiliates’ customers and vendors as they may exist from time to time constitute a valuable and unique asset of the Company, and Executive shall not, during or after the term of Executive’s employment, disclose such lists or any part thereof to any person or entity for any reason whatsoever, nor shall Executive use such customer or vendor lists for Executive’s own benefit or purposes or for the benefit or purposes of any business with whom Executive may become associated.

  • Vendors Any vendors engaged by Tenant to perform services in or to the Premises including, without limitation, janitorial contractors and moving contractors shall be coordinated with any work being performed by or for Landlord and in such manner as to maintain harmonious labor relations and not to damage the Building or the Property or interfere with Building construction or operation and shall be performed by vendors first approved by Landlord.

  • Contractor Parties A Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract and the Contractor intends for such other person or entity to Perform under the Contract in any capacity.

  • DOCUMENTS AND MATERIALS CONTRACTOR shall maintain and make available to COUNTY for its inspection and use during the term of this Agreement, all Documents and Materials, as defined in Paragraph 9 of this Agreement. CONTRACTOR’s obligations under the preceding sentence shall continue for four

  • SUBCONTRACTORS AND SUPPLIERS The Commissioner reserves the right to reject any proposed Subcontractor or supplier for bona fide business reasons, including, but not limited to: the company failed to solicit New York State certified minority- and women-owned business enterprises as required in prior OGS Contracts; the fact that such Subcontractor or supplier is on the New York State Department of Labor’s list of companies with which New York State cannot do business; the Commissioner’s determination that the company is not qualified or is not responsible; or the fact that the company has previously provided unsatisfactory work or services.

  • Agents and Subcontractors The MCP, in compliance with 45 CFR 164.502(e)(1)(ii) and 164.308(b)(2) as applicable, shall ensure all its agents and subcontractors that create, receive, maintain, or transmit PHI from or on behalf of the MCP and/or ODM agree to have, in a written agreement, the same restrictions, conditions, and requirements that apply to the MCP with respect to the use or disclosure of PHI.

  • Third Party Vendors Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

  • 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.

  • Client Client agrees to indemnify, defend, and shall hold harmless Consultant and /or his agents, and to defend any action brought against said parties with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is true, (ii) would constitute a breach of any of Client's representations, warranties, or agreements hereunder, or (iii) arises out of the negligence or willful misconduct of Client, or any Client Content to be provided by Client and does not violate any rights of third parties, including, without limitation, rights of publicity, privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

  • Matters Involving Third Parties (i) If any third party shall notify any Party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”) under this Article VIII, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified Party in writing within ten (10) days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (C) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.4(ii) hereof, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, and (C) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 8.4(ii) hereof is or becomes unsatisfied, however, (A) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this Article VIII.

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