Commercial Relationships Clause Samples

Commercial Relationships. Each of Borrower and its Subsidiaries is in compliance with all material obligations under or related to its relationships with its five largest suppliers and twenty largest customers by revenue for the year ended January 31, 2014, and none of such parties has terminated, significantly reduced or communicated any intention to terminate or significantly reduce its relationship with Borrower or its Subsidiaries.

Commercial Relationships. During the last 12 months prior to the date of this Agreement, none of the top 10 (by dollar volume over the prior 12 month period) suppliers, collaborators, distributors, licensors or licensees of the Company or its Subsidiaries, taken as a whole, has canceled or otherwise terminated its relationship with the Company or a Subsidiary of the Company or has, during the last twelve months, materially and adversely altered its relationship with the Company or its Subsidiaries. As of the date of this Agreement, the Company has not received any written notice from any such entity, to terminate, cancel or otherwise materially and adversely modify its relationship with the Company or a Subsidiary of the Company.

Commercial Relationships. Except as disclosed in Section 4.22 of the Target Disclosure Memorandum, none of the Target Entity’s material suppliers, collaborators, distributors, licensors or licensees has canceled or otherwise terminated its relationship related to any Target Material Contract with any Target Entity or has, during the 12 months preceding the date of this Agreement or materially adversely altered its relationship with any Target Entity. To the Knowledge of Target, Target has not received any written threat or notice from any such entity, to terminate, cancel or otherwise materially adversely modify any Target Material Contract with the Target Entities.

Commercial Relationships. Since ****, with respect to Fanapt, no material customer or supplier has cancelled or terminated its relationship with any Seller or its Affiliates or otherwise materially reduced any contractually committed rate or amount of sales to or purchases from any Seller or its Affiliates, as the case may be, or materially increased the prices charged by such supplier to any Seller or its Affiliates or materially reduced any contractually committed prices paid by such customer to any Seller or its Affiliates, as the case may be, and no such customer or supplier has notified any Seller or its Affiliates in writing of any present intention to do any of the foregoing.

Commercial Relationships. Schedule 3.1.27 lists the names and addresses of the five (5) largest customers and the five (5) largest suppliers (measured in each case by dollar volume of purchases or sales during the last completed fiscal year) of the Company and the dollar amount of purchases or sales which each such customer or supplier represented during the last completed fiscal year. To the Company's knowledge, its relationships with its customers, suppliers, distributors, collaborators, licensors, and licensees are generally good commercial working relationships. During the last 12 months, no such entity has canceled or otherwise terminated its relationship with the Company or has materially altered its relationship with the Company. The Company has not received any written threat or notice from any such entity, to terminate, cancel, or otherwise materially modify its relationship with the Company. No customer of the Company has any right to any credit or refund for products sold or services rendered or to be rendered by the Company pursuant to any agreement, understanding, or practice of the Company other than pursuant to the normal course return policy of the Company described in Schedule 3.1.27.

Commercial Relationships. (a) Schedule 2.20(a) of the Company Disclosure Schedule sets forth a list of each customer that accounted for two percent (2%) or more of the consolidated net revenues of the Company and the Company Subsidiaries in the year ended December 31, 2002 (each a “Customer”). Except as set forth in Section 2.20(a) of the Company Disclosure Schedule, prior to the date of this Agreement, none of the Company or any Material Company Subsidiaries has received any written notice of any intent of a Customer to terminate, cancel or materially alter its business relationship with the Company or any of the Material Company Subsidiaries. (b) To the knowledge of the Company, except as set forth in Section 2.20(b) of the Company Disclosure Schedule, prior to the date of this Agreement, none of the Company or any Material Company Subsidiaries has received from any supplier listed in Section 2.20(b) of the Company Disclosure Schedule (each a “Supplier”) any written notice of any intent of a Supplier to terminate, cancel or materially alter its business relationship with the Company or any of the Material Company Subsidiaries.

Commercial Relationships. (a) Section 3.25(a) of the Disclosure Letter sets forth the fifteen (15) largest customers of the Company and its Subsidiaries for the fiscal year ended January 1, 2011 (“Major Customers”), as measured by the dollar amount of payments made by such customers. To the Knowledge of the Company, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notification that any such customer intends to terminate or adversely change its relationship with the Company or any of its Subsidiaries in any material respect. (b) Section 3.25(b) of the Disclosure Letter sets forth the fifteen (15) largest suppliers of parts, inventory, components or other materials used in the products of the Company and its Subsidiaries for the fiscal year ended January 1, 2011 (“Major Suppliers”), as measured by the dollar amount of payments made to such suppliers. To the Knowledge of the Company, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notification that any such supplier intends to terminate or adversely change its relationship with the Company or any of its Subsidiaries in any material respect.

Commercial Relationships. None of the Company’s or the Company Subsidiaries’ material suppliers, collaborators, distributors, licensors or licensees has canceled or otherwise terminated its relationship with the Company or a Company Subsidiary or has, during the last twelve months, materially altered its relationship with the Company or a Company Subsidiary. To the knowledge of the Company, there is no plan or intention of any such entity, and the Company has not received any threat or notice from any such entity, to terminate, cancel or otherwise materially modify its relationship with the Company or a Company Subsidiary. Without limiting the generality of the foregoing, the Company is in compliance in all material respects with diligence obligations, and has not failed to achieve any development milestones within applicable time periods, under material license agreements.

Commercial Relationships. No material supplier, distributor, collaborator, licensor or licensee has canceled or otherwise terminated its relationship with the Company or any Subsidiary or has, since the Balance Sheet Date, materially adversely altered its relationship with the Company or any Subsidiary. The Company does not know of any plan or intention of any such entity, and has not received any written threat or notice from any such entity, to terminate, cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary.