Contracts; Customers and Suppliers Sample Clauses

Contracts; Customers and Suppliers. (a) Attached to Schedule 4.17(a) of the Disclosure Statement is a complete list of all contracts, leases, licenses or other instruments, agreements or binding commitments, whether or not in written form, to which the Company (or any of its properties or assets), any Company Subsidiary (or any of its properties or assets) or either Shareholder (in connection with the Business) is a party, is bound, or otherwise subject or otherwise is related to its Business and which provides for or falls within any of the following categories (collectively, the "Contracts"): (i) Contracts with any service provider or client, including, without limitation, agent and broker contracts; (ii) Contracts with any broker-dealer, investment advisor, insurance/annuity company or agency or clearing agency; (iii) Contracts with any mutual fund, hedge fund or 401(K) service providers; (iv) Contracts granting, or consenting to the existence of, any Lien on or in any of the Company's or any Company Subsidiary's assets in favor of any Person; (v) Collective bargaining arrangements or other Contracts with any labor union; (vi) Contracts for capital expenditures or the acquisition or construction of any Fixed Assets in excess of $25,000; (vii) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness or Contracts of suretyship; (viii) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of the Company's or any Company Subsidiary's properties, assets or securities; (ix) Contracts limiting, restricting or prohibiting the Company or any Company Subsidiary from conducting any business anywhere in the world; (x) Joint venture or partnership agreements or other similar Contracts; (xi) Contracts of employment or for the retention of consultants or advisors or the furnishing of services by any third party; (xii) Contracts which indemnify any other Person or which provide for charitable contributions or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (xiii) any other Contract which is material to the operations of the Business or any of the Company's or any Company Subsidiary's assets. Each Contract (assuming due author...
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Contracts; Customers and Suppliers. (a) Section 3.11 of the Disclosure Schedule lists the following agreements (written or oral) to which any Acquired Company is a party as of the date of this Agreement: (i) any agreement for the lease of personal property from or to third parties providing for aggregate lease payments by any Acquired Company in excess of $10,000 per annum or which has a term extending for more than one (1) year; (ii) any agreement for the purchase of products or for the receipt of services which involves the payment by any Acquired Company of more than the sum of $10,000 per annum or which has a term extending for more than three (3) years; (iii) any partnership, joint venture or limited liability company agreement; (iv) any agreement under which any Acquired Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money or any capitalized lease obligation, or under which any Acquired Company has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement for the acquisition of a business or entity, or substantially all of the assets of a business or entity (including by merger or consolidation); (vi) any agreement concerning noncompetition or nonsolicitation, or an agreement that otherwise restricts the ability of any Acquired Company to compete, to which any Acquired Company is a party; (vii) any agreement for the employment of any individual on a full-time, part-time or other basis and any consulting agreement, in each case that is not terminable at will by the applicable Acquired Company and without the payment of severance, termination or similar compensation or benefits (other than required by Law) or requires payment of amounts after the date hereof in excess of $25,000 of base pay per annum; (viii) any agreement under which any Acquired Company has advanced or loaned any amount to any of its directors, officers, and employees; (ix) any agreement in which any current or former officer, director or stockholder of the Company is directly or indirectly interested; (x) any settlement, conciliation or similar agreement, the performance of which will involve aggregate payments after the Closing Date of consideration in excess of $10,000; and (xi) any agreement (other than agreements of the type described in subclauses (i) through (x) above) that involves aggregate future payments by any Acquired Company in excess of $10,000 per annum or which has a term extendi...
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Contracts; Customers and Suppliers. (a) Schedule 8.7(a) lists all material contracts and agreements, relating to or affecting the Business which extend beyond the Closing Date to which Seller or any of its Affiliates is a party (other than purchase orders and sales orders entered into in the ordinary course of business and contracts which (unless otherwise specifically indicated) by their terms terminate or are unconditionally terminable by Seller or its Affiliates without penalty within three months or which individually involve a commitment of less than $1,000,000 in any fiscal year) which fall into one or more of the following categories: (i) any contract or agreement, or any note, bond, debenture or other evidence of indebtedness under which Seller, any member of the Seller Group, or any Purchased Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money or under which Seller or any Purchased Subsidiary has granted an Encumbrance on any Target Assets or Purchased Subsidiaries to secure such indebtedness; (ii) any lease of personal property; (iii) any contract or agreement containing covenants limiting the freedom of the Business or the Purchased Subsidiaries to engage in any line of business or compete with any person or in any geographical market; (iv) any contract or agreement pursuant to which any intellectual property is licensed or sublicensed to or from any person; (v) any contract or agreement granting any person any right to market, distribute or resell any products of the Business, or to act as agent for the Business in connection with the marketing, distribution or sale of any products of the Business; (vi) any contract or agreement establishing or making a Purchased Subsidiary a participant in any joint venture, strategic alliance or other collaboration; (vii) any contract or agreement for the sale of products or services of the Business; (viii) any contract or agreement for the purchase of any raw materials, components or services; (ix) any mortgage, indenture, security agreement, pledge, note, loan agreement or guarantee of indebtedness to which a Purchased Subsidiary is party; (x) any contract or agreement (including any so-called take-or-pay or keepwell agreements) under which any unaffiliated third party has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Purchased Subsidiary; (xi) any contract or agreement under which any Purchased Subsidiary has, directly or indir...
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Contracts; Customers and Suppliers. (a) To the Knowledge of Seller, Schedule 8.7 lists all material contracts, agreements, guarantees of payment or performance, licenses, leases of personal property or conditional sales contracts and all sales agency, sales representative and severance agreements, and all employment and consulting agreements providing for annual base payments in excess of $75,000, relating to or affecting the Business which extend beyond the Closing Date, other than (i) purchase orders and sales orders entered into in the ordinary course of business and (ii) contracts which by their terms terminate or are unconditionally terminable by Seller without penalty within one year after the date hereof and which individually involve a commitment for less than $125,000. Except as set forth on Schedule 8.7, Seller and each Purchased Subsidiary have in all material respects performed all the obligations required to be performed by them to date, and are not in default in any respect under any Assigned Contract except for possible defaults which do not in any material respect impair the ability of the Business to conduct its operations as heretofore conducted.
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Contracts; Customers and Suppliers. (a) Section 4.16(a) of the Disclosure Schedules sets forth a true, complete and accurate list, and the Company has made available to Buyer true and complete copies, in each case as of the date hereof, of each Contract and all amendments and modifications thereto to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of their respective assets and properties are subject or bound, or which otherwise pertain to the business conducted by the Company or its Subsidiaries that: (i) is a Contract with any client or customer of the Company or its Subsidiaries that (A) involved or involves any payment to the Company or its Subsidiaries in the most recent twelve (12) months preceding the date of this Agreement or (B) that the Company reasonably anticipates may involve one or more payments to the Company or its Subsidiaries in excess of $100,000 in any twelve (12) month period ending on or after the date of this Agreement; (ii) is a Contract with any supplier to the Company or its Subsidiaries that (A) involved or involves any payment by the Company or its Subsidiaries in excess of $100,000 in the most recent twelve (12) months preceding the date of this Agreement, (B) that the Company reasonably anticipates may involve one or more payments by the Company or its Subsidiaries in excess of $100,000 in any twelve (12) month period ending on or after the date of this Agreement or (C) is a Significant Company Supplier; (iii) requires the payment to any person of a commission or a commission-based or similar fee in connection with such person acting as a distributor, sales representative, broker or any other similar capacity that (A) involved or involves any payment by the Company or its Subsidiaries in excess of $100,000 in the most recent twelve (12) months preceding the date of this Agreement, or (B) that the Company reasonably anticipates may involve one or more payments by the Company or its Subsidiaries in excess of $100,000 in any twelve (12) month period ending on or after the date of this Agreement; (iv) is an employment, consulting, severance or other similar agreement with any employee or individual independent contractor whose annual base salary is equal to or greater than $125,000, or a Contract providing for a Change in Control Payment to any employee or individual service provider; (v) is a collective bargaining agreement or another Contract with any works council, labor union, employee representative body, or other...
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Contracts; Customers and Suppliers. (a) Section 4.11(a) of the Company Disclosure Schedule lists each of the Material Contracts that are in effect or otherwise binding on the Company or any Company Subsidiary or their respective properties or assets. The term "Material Contract" shall include each of the following: (i) any credit agreement, note, bond, guarantee, mortgage, indenture, lease, or other instrument or obligation pursuant to which any Indebtedness of the Company or any Company Subsidiary is outstanding or may be incurred, in each case, other than (x) equipment leases entered into in the ordinary course of business, (y) capital or operating leases that require annual payments not in excess of $500,000, individually, and (z) guarantees of Company Subsidiary obligations (in the case of each of clauses (x) - (z), with respect to Contracts that would not otherwise be Material Contracts); (ii) any agreement, Contract or binding commitment which was or was required to be filed as an exhibit to the Company SEC Reports; (iii) any Government Contract with the United States government in excess of $500,000 annually; and (iv) any (A) collective bargaining agreement; (B) employment agreement, Contract or binding commitment providing for annual compensation or payments in excess of $250,000 in the current or any future year;
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Contracts; Customers and Suppliers. (a) Except as filed or listed as exhibits to the Company’s annual report on Form 10-K for the fiscal year 2012, Schedule 3.14(a) sets forth a list of each note, bond, mortgage, lien, indenture, lease, license, contract or agreement, or other instrument or obligation (whether written or oral) to which the Company or any Company Subsidiary is a party or by which any of its properties or assets are bound (the “Company Agreements”) which is in effect as of the date hereof and: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than a Benefit Plan listed on Schedule 3.11(a)); (ii) involves annual expenditures in excess of $75,000 and was not entered into in the ordinary course of business, consistent with past practice; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company, or upon consummation of the Transactions, Parent or its Subsidiaries, or which purports to restrict the Company, any Company Subsidiary or, or upon consummation of the Transactions, Parent or its Subsidiaries ability to conduct any line of business; (iv) relates to a partnership, joint venture or similar arrangement (including any material agreement providing for joint research, development, collaboration, promotion or marketing); (v) is an employment contract with any current executive officer of the Company or any member of the Company Board of Directors (other than a Benefit Plan listed on Schedule 3.11(a)); (vi) is a license agreement, non-assertion agreement, coexistence agreement, settlement agreement or other agreement with respect to any Company IP, including (A) all agreements currently in effect granting to the Company or any Company Subsidiary any right under or with respect to any Intellectual Property Right including any agreements relating to any royalty or other consideration the Company or any Company Subsidiary is obligated to pay any Person in connection with any Intellectual Property Right (in each case other than shrink-wrap, click-wrap, and off-the-shelf licenses for software that are generally commercially available) and (B) all agreements currently in effect under which the Company or any Company Subsidiary licenses or grants any rights under any Company IP to another Person; (vii) relates to the borrowing of money or extension of credit, in each case having a principal amount of indebtedness in excess of $50,000, other than ...
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Contracts; Customers and Suppliers. Section 4.16(a) of the Disclosure Schedules sets forth a true, complete and accurate list, and the Company has made available to Buyer true and complete copies, in each case as of the date hereof, of each Contract and all amendments and modifications thereto to which the Company or any of its Subsidiaries is a party or by which it is bound or to which any of their respective assets and properties are subject or bound, or which otherwise pertain to the business conducted by the Company or its Subsidiaries that:
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Contracts; Customers and Suppliers. Attached as Section 4.17 of the Seller Disclosure Schedule is a complete and accurate list as of the date hereof of the following agreements, contracts and commitments relating to the Business that are material to the Business: (i) mortgages, indentures, security agreements and other agreements and instruments relating to the extension of credit or borrowing of money; (ii) sales agency, manufacturer’s representative, distributorship or consignment agreements; (iii) agreements, orders or commitments for the purchase of raw materials, supplies or finished goods in excess or $25,000 for any one agreement, order or commitment; (iv) agreements, orders or commitments for the sale of Products other than in the ordinary course of business; (v) agreements or commitments for capital expenditures in excess of $25,000 for any single project; (vi) other agreements, contracts or commitments which are material to the Business or which individually involve total payments or receipts of more than $25,000 in any twelve-month period, or assets, rights or liabilities otherwise valued at more than $50,000. Seller has made available to the Buyer complete and accurate copies of all such material written agreements, contracts and commitments (together with all amendments thereto) and Section 4.17 of the Seller Disclosure Schedule sets forth complete and accurate descriptions of all oral agreements so listed. All such agreements, contracts and commitments are valid and binding and are in full force and effect. There has not occurred any default by Seller or by any other party under any such agreements, contracts or commitments, nor any event which, with the giving of notice and/or passage of time, would constitute a default, and Seller and no other party has waived any rights with respect thereto. Schedule 2.1.3 contains an accurate and complete list of (i) the names and addresses of all customers and suppliers of the Business which accounted for transactions with a value in excess of $25,000 each, respectively, during the eighteen month period ended June 30, 2004. Seller has no reason to believe any particular agreement described in this Section 4.17 will require more resources to fulfill than have been currently allocated to its fulfillment.
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Related to Contracts; Customers and Suppliers

  • 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.

  • 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.

  • Material Customers and Suppliers Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

  • 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.

  • 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.

  • Customers; Suppliers Executive does not have, and at any time during the term of this Agreement shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or supplier to Company.

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • 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.

  • 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.

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