Contracts; Customers Sample Clauses

Contracts; Customers. (a) Schedule 3.13(a) sets out a list of all the written and oral contracts and commitments (including any (i) real property leases, (ii) customer contracts and customer orders, (iii) partner and supplier contracts, (iv) powers of attorney and (v) indemnification agreements), (A) to which the Company is a party, (B) by which the Company is bound or (C) under which the Company has performed work, or had work performed for it, in the past 24 months (collectively, the “Contracts”) that are material to the Company (“Material Contracts”), including the following: (i) each Contract of the Company involving aggregate consideration in excess of $10,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 30 days’ notice; (ii) all Contracts that provide for the indemnification by the Company of any person or the assumption of any Tax, environmental, or other Liability of any person; (iii) all Contracts relating to Intellectual Property (as defined in Section 3.20), including all licenses, sublicenses, settlements, coexistence agreements, covenants not to sue, and permissions; (iv) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of the Company; and (v) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any person or in any geographic area or during any period of time. (b) Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the Company or, to the Knowledge of the Sellers, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Material Contract. Complete and correct copies of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available to Buyer. (c) (i) to the Knowledge of the Sellers, the Company’s relationship with each of its customers is good, (ii) no problem or disagreement exists between the Company and any customer and (iii) no customer has notified the Company that it intends to, nor has any customer threatened to, terminate, decrease or otherwise modify its relationship and dealings with the Company, and the Sellers do not have any reason to believe that any customer intends to take any such...
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Contracts; Customers. (i) Seller has included in Section 3(i) of the Seller Disclosure Schedule a list of all of the contracts and agreements related to the Test Business and the Acquired Assets and all Test Business licensing, professional engineering services and other customer contracts, under which Seller is currently performing work and/or business. The Acquired Assets shall include all of the contracts set forth in Section 3(i) of the Seller Disclosure Schedule (except those designated as excluded) and shall be assigned to Buyer at Closing (the “Contracts”). (ii) Seller has made available to Buyer true and complete copies of all of the Contracts, including all amendments and modifications thereto. Any and all amendments and modification to the Contracts are in writing. Except as set forth in the Seller Disclosure Schedule, (1) none of the Contracts contain any obligation of Seller to make payments of any kind, whether to the counterparty or a third party, and whether such obligation is direct, contingent, potential or actual and (2) Seller has not taken any action, or failed to take any action, that would trigger a payment obligation of Seller under any Contract. All of the Contracts are valid and binding and in full force and effect and legally enforceable in accordance with their terms upon the other parties thereto. There is no breach or default by Seller under any of the Contracts or, to the knowledge of Seller, by any other party thereto, except for such breaches and defaults which in the aggregate would not have a Material Adverse Effect. (iv) No party under any of the Contracts has cancelled or otherwise terminated its relationship with Seller or has materially decreased its usage or purchase of the services or products of Seller that are to be provided under any of the current Contracts. No party under any of the Contracts has, to Seller’s Knowledge, any plan or intention to terminate, cancel or otherwise adversely modify its relationship, as set forth in the current Contracts with Seller (or, following the Closing, with Buyer). No party under any of the Contracts has, to Seller’s Knowledge, notified Seller that it plans or intends to decrease or limit its usage or purchase of any products or services of Seller (or, following the Closing, of Buyer) that is part of a current Contract or that Seller has represented to Buyer as being an order that is in process. (v) Seller has not entered into any agreements, oral or written, whereby any source code related to any of...
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Contracts; Customers. The contracts described in the SEC Filings that are currently material to the Company are in full force and effect on the Effective Date, and neither the Company nor, to the Company's Knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a Material Adverse Effect. Neither the Company nor any Subsidiary has received notice from any distributor or reseller of any of the Company's products indicating that any such distributor or reseller intends to cease acting as a distributor of such products or otherwise dealing with the Company and its Subsidiaries, except where the termination of such distributor or reseller would not have a Material Adverse Effect.
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Contracts; Customers. Part 3.14(a) of the Disclosure Letter sets forth a list of all of the following Contracts to which either Company is a party or by which it or any of its assets are bound (collectively, the "Material Contracts"): (i) Contracts with any director, officer or manager of either Company that will not terminate on or prior to the Closing Date without further obligation or liability on the part of any party thereto; (ii) Contracts for the sale of any assets (other than in the ordinary course of business or as set forth on another schedule), or for the grant to any Person of any preferential rights to purchase any of its assets or requiring any Person to purchase or sell all or a fixed portion of its requirements or output to or from another Person; (iii) Contracts containing covenants of a Company or any employee of a Company not to compete in any line of business or with any Person in any geographical area or covenants of any other Person not to compete with a Company in any line of business or in any geographical area; (iv) Contracts relating to the acquisition by a Company of any operating business or the capital stock of any other Person; (v) Contracts relating to the borrowing of money or the issuance of guarantees; (vi) Contracts under which a Company acts as a distributor, dealer, franchisor, licensor, licensee, agent, sales representative, or authorized service Person other than Commercial Software licenses; (vii) each contract between each Company and any of its Affiliates or Related Parties; (viii) each Contract between KBD and a customer with a sales price of $1,000,000 or more and each Contract between KTI and a customer with a sales price of $100,000 or more and, with respect to each Contract, has not been substantially performed; (ix) all contracts (other than purchase orders) with respect to the purchase by KBM of iron, steel or products made from iron and steel and with an aggregate purchase price in excess of $100,000; (x) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real property; (xi) each licensing agreement or other contract with respect to Patents, Marks, Copyrights, or other Intellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property As...
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Contracts; Customers. (a) Except as set forth on Schedule 3.12(a) or, in respect of Company Trading Agreements, as reflected in Schedule 3.12(c), as of the date hereof, there are no Company Contracts. For purposes of this Agreement, “Company Contract” shall mean any of the following Contracts to which the Company is a party or by which the Company (or any of its assets or properties) is bound: (i) Contracts for any outstanding Indebtedness; (ii) any Contract containing a covenant not to compete with respect to the Business that is currently in full force and effect; (iii) other than Company Trading Agreements, any Affiliate Agreement providing for rights of indemnification benefitting the Company; (iv) other than Company Trading Agreements, any Affiliate Agreement that will survive the Closing; (v) any Contract (A) that has historically or could reasonably be expected to result in the payment to a Business Employee of total annual compensation in excess of $400,000 or (B) committing to give a Business Employee the right or possibility to earn a share of the Earnings Before Taxes (or other revenue, income or margin metric) generated by such Business Employee (directly or through the results of a group of Business Employees); (vi) other than the Company Trading Agreements, any Contract which may not be terminated by the Company without penalty on 90 days or fewer notice and which could reasonably be expected either to (A) commit the Company to aggregate expenditures of more than $250,000 in any calendar year or (B) give rise to anticipated receipts of more than $250,000 in any calendar year; (vii) any written Contract in respect of an equity investment or relating to rights and obligations with respect to a formal written partnership agreement or a material contractual joint venture; (viii) other than customary provisions included in the Company Trading Agreements, agreements with respect to the sharing, allocation or indemnities of Taxes or Tax costs that will survive the Closing (other than any agreements which are described in Sections 3.12(a)(i) – (vii) or 3.12(a)(ix) – (xv), or would be so described in Section 3.12(a)(vi) but for the limitations in Section 3.12(a)(vi)(A) or (B)); (ix) any agreements entered into since January 1, 2006 (a) for the purchase or sale of any business (whether by merger, sale of stock, sale of assets or otherwise) or (b) for the purchase and sale of any other material assets, property or rights or for the receipt or grant of any options or preferen...
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Contracts; Customers. Schedule 3.14(a) contains a list of all -------------------- distribution, agency, franchise, license, sales or commission contracts to which Rent-It is a party or by which it is bound. Schedule 3.7(b) contains a list of all other Contracts not made in the ordinary course of business of Rent-It, and other Contracts involving expenditures or Liability, actual or potential, in excess of $1,000 or otherwise Material to Rent-It to which Rent-It is a party or by which it is bound. Schedules 3.14(a) and (b) hereto contain a true and complete description of the terms and conditions of each Contract on each such schedule to which Rent-It is a party or to which it is subject or by which it is bound that is not in writing. A true and complete copy of all Contracts listed on Schedules 3.14(a) and (b) has heretofore been provided to Buyer by Rent-It. Except as set forth on Schedules 3.14(a) and (b), no Contract to which Rent-It is a party or to which it is subject or by which it is bound conflicts with, would be terminated by, would be breached as a result of, would be materially modified or changed by, or requires the consent of any other Person by reason of, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, other than such Contracts the loss of which, individually or in the aggregate, would not have a Material Adverse Effect on Rent-It, or the loss of which would involve a loss of less than $1,000 ("Immaterial Contracts"). Each of the Contracts to which Rent-It is a party or to which it is subject or by which it is bound (including, without limitation, those set forth on Schedules 3.14(a) and (b) hereto) is a valid and subsisting Contract of all of the parties thereto in full force and effect without modification, other than Immaterial Contracts. Rent-It has performed all obligations required to be performed by it and is not in default under any Contract, instrument or other document to which it is a party or to which it is subject or by which it is bound, and no event has occurred thereunder which, with or without the lapse of time or the giving of notice, or both, would constitute a default by it thereunder, other than Immaterial Contracts.
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Contracts; Customers. 37 4.21 Sale of Products; Services.................................................... 39 4.22 I-Tech Agreement.............................................................. 40 4.23
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Contracts; Customers. (a) Schedule 4.20(a) sets forth a list of each of the following types of Contracts (other than the Assigned Agreements) to which Seller is a party and which relates to any of the Purchased Assets or the Business (the "Seller Agreements"), a true and correct copy of each of which Seller has delivered to Purchaser: (i) any Contract providing for payments (whether fixed, contingent or otherwise) by or to Seller in an aggregate amount of $10,000 or more; (ii) any Contract with any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar party under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of Seller which is included in the Purchased Assets or which relates to the Business; (iii) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property for (or for the benefit or use of) Seller, or providing for the purchase or license of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property to (or for the benefit or use of) Seller, which software, content, technology or intellectual property is in any manner used or incorporated (or is presently contemplated by Seller to be used or incorporated) in connection with any aspect or element of any product, service or technology of Seller which is included in the Purchased Assets or which relates to the Business (other than software generally available to the public at a per copy license fee of less than $500 per copy); (iv) any joint venture, investment or partnership Contract that has involved, or is reasonably expected to involve, a sharing of profits, expenses or losses with any other party or the joint development of any product, service, software or other technology with any third party; (v) any Contract with any Employee, including any Contract for or relating to the employment of such Employee or providing for any bonus or severance payment to such Employee; (vi) any Contract under which Seller is lessee of or holds or operates any items of tangible personal property or real property owned by any third party; (vii) any Contract (i) that restricts Seller from freely setting prices for Seller's products, services or technologies (including most favored customer pricing provis...
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Contracts; Customers 
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Related to Contracts; Customers

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.

  • Major Customers The following table reflects the major customers of the Partnership's oil and gas sales (a major customer is defined as a customer whose sales exceed 10% of total sales) during the years ended December 31: 1998 1997 1996 ---- ---- ---- Genesis Crude Oil, L.P...................................... 58% 61% 63% Western Gas Resources, Inc. ................................ 22% 18% 13% At December 31, 1998, the amounts receivable from Genesis Crude Oil, L.P. and Western Gas Resources, Inc. were $74,502 and $65,025, respectively, which are included in the caption "Accounts receivable -- oil and gas sales" in the accompanying Balance Sheet. The Partnership's share of oil and gas production is sold to various purchasers. Pioneer USA is of the opinion that the loss of any one purchaser would not have an adverse effect on the ability of the Partnership to sell its oil and gas production.

  • 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.

  • 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.

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • 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.

  • 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.

  • 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.

  • Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minnesota Statute § 363A.36 and Minnesota Rule Parts 5000.3400-5000.3600. A Contractor covered by Minnesota Statute § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.

  • Business Contracts All contracts and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");

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