Customers and Suppliers Sample Clauses
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Customers and Suppliers. Section 4.17(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of the current customers (other than customers of spot sales of less than one year) of the Company and its Subsidiaries (the “Company Customers”). Section 4.17(b) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of each supplier (i) that constitutes a sole or primary source of supply to the Company or any of its Subsidiaries, (ii) to which the Company or its Subsidiaries made payments in excess of $100,000 during the year ended December 31, 2013, or (iii) that is otherwise material to the operation of the Company’s business (the “Company Material Suppliers”). The Company’s and its Subsidiaries’ relationships with each of the Company Customers and Company Material Suppliers are good commercial working relationships. Section 4.17(c) of the Seller’s Disclosure Schedule sets forth a list, to the Knowledge of the Seller, of each supplier (i) that constitutes a sole or primary source of supply to the Contractors with respect to the Mining Operations, (ii) to which the Contractors made payments in excess of $100,000 during the year ended December 31, 2013 with respect to the Mining Operations, or (iii) that is otherwise material to the Mining Operations (the “Contractor Material Suppliers”). Except as indicated in Section 4.17(d) of the Seller’s Disclosure Schedule, no Company Customer or Company Material Supplier has canceled, terminated or otherwise materially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received notice that any Company Customer might take such action or limit its purchases from or sales to the Company or any of its Subsidiaries, either as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or otherwise. To the Knowledge of the Seller, the Contractors’ relationships with each of the Contractor Material Suppliers are good commercial working relationships. To the Knowledge of the Seller, no Contractor Material Supplier has canceled, terminated or otherwise materially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Contractors, and neither the Company nor any of its Subsidiaries has received notice that any Contractor ...
Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.
Customers and Suppliers. Section 3.15 of the Disclosure Schedules sets forth a list of the Target Company and its Subsidiaries’ top twenty (20) customers (on a consolidated basis) (by gross revenues generated from such customers). Section 3.15 of the Disclosure Schedules sets forth a list of the Target Company and its Subsidiaries’ top twenty (20) suppliers (on a consolidated basis) (by aggregate cost of products and/or services purchased from such suppliers), for the fiscal years ended December 31, 2019 and December 31, 2020 and for the four-month period ended June 30, 2021. The Target Company has not received any oral or written notice from any such customer to the effect that, and neither the Target Company has any knowledge that, any such customer will stop, decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, buying or prescribing products and/or services from the Target Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). The Target Company has not received any oral or written notice from any such supplier to the effect that, and the Target Company has no knowledge that, any such supplier will stop, decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Target Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). There are no suppliers of products or services to the Target Company that are material to the Target Company’s business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the marketplace.
Customers and Suppliers. Schedule 5.22(a) sets forth a list of the top ten (10) customers (by revenue) of the Company Group for the twelve (12)-month period ending March 31, 2021, and for the nine (9)-month period ending December 31, 2021 (collectively, the “Material Customers”), and the aggregate amount of consideration paid to the Company Group by each Material Customer during each such period. Except as set forth in Schedule 5.22(a), as of the Signing Date, no Material Customer has expressed to any member of the Company Group in writing, and the Company has no knowledge of, any Material Customer’s intention to cancel or otherwise terminate, or materially and adversely reduce or modify, its relationship with the Company Group or of a material breach of the terms of any contract with such Material Customer. As of the Signing Date, no Material Customer has asserted or, to the Company’s knowledge, threatened to assert a force majeure event or anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic.
(a) Schedule 5.22(b) set forth a list of the top ten (10) vendors to and/or suppliers of (by spend) the Company Group for the twelve (12)-month period ending March 31, 2021, and for the nine (9)-month period ending December 31, 2021 (collectively, the “Material Suppliers”), and the amount of consideration paid to each Material Supplier by a member of the Company Group during each such period. Except as set forth in Schedule 5.22(b), as of the Signing Date, no Material Supplier has expressed to any member of the Company Group in writing and the Company Group has no knowledge of any Material Supplier’s intention to cancel or otherwise terminate, or materially and adversely reduce or modify, its relationship with the Company Group or of a material breach of the terms of any contract with such Material Supplier.
Customers and Suppliers. There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in the business relationship between (i) any Loan Party, on the one hand, and any material customer or any group thereof, on the other hand, or (ii) any Loan Party, on the one hand, and any material supplier or any group thereof, on the other hand, and there exists no present state of facts or circumstances that could reasonably be expected to give rise to or result in any such termination, cancellation, limitation, modification or change.
Customers and Suppliers. (a) Section 4.14(a) of the Disclosure Schedules sets forth with respect to the Business (i) each customer who has paid aggregate consideration to Seller for electricity or other electric utility services rendered in an amount greater than or equal to $1,000,000 for each of the two most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. Except as set forth in Section 4.14(a) of the Disclosure Schedules, Seller has not received any written notice, and has no reason to believe, that any of the Material Customers has ceased, or intends to cease after the Closing, to use electricity or other electric utility services of the Business or to otherwise terminate or materially reduce its relationship with the Business.
(b) Section 4.14(b) of the Disclosure Schedules sets forth with respect to the Business (i) each supplier to whom Seller has paid consideration for goods or services rendered in an amount greater than or equal to $2,000,000 for each of the two most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 4.14(b) of the Disclosure Schedules, Seller has not received any written notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its relationship with the Business.
Customers and Suppliers. The relationships of each of the Company and Company Subsidiaries with its customers and suppliers are maintained on commercially reasonable terms. To the Company’s knowledge, no customer or supplier of the Company or a Company Subsidiary has any plan or intention to terminate its agreement with the Company or such Company Subsidiary, which termination would reasonably be expected to have a Material Adverse Effect.
Customers and Suppliers. (a) Section 3.15(a) of the Disclosure Schedules sets forth (i) each customer who has paid aggregate consideration to any Company Entity for goods or services rendered in an amount greater than or equal to $100,000 for each of the two most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. Except as set forth in Section 3.15(a) of the Disclosure Schedules, no Material Customer has ceased, and no Company Entity has received any notice that any Material Customer intends to cease after the Closing, and no Company Entity has Knowledge of such intent to cease, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company Entities.
(b) Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom any Company Entity has paid consideration for goods or services rendered in an amount greater than or equal to $100,000 for each of the two most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 3.15(b) of the Disclosure Schedules, no Material Supplier has ceased, and no Company Entity has received any notice that any Material Supplier intends to cease after the Closing, and no Company Entity has Knowledge of such intent to cease, to supply goods or services to the Company Entity or to otherwise terminate or materially reduce its relationship with the Company Entity.
Customers and Suppliers. 17 2.24 Permits.................................................................................................17 2.25 Certain Business Relationships With Affiliates..........................................................17 2.26
Customers and Suppliers. (a) Section 3.15(a) of the Disclosure Schedules sets forth (i) each customer who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to $25,000 for the most recent fiscal year or during the current fiscal year (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. The Company has not received any written notice that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company.
(b) Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to $50,000 for the most recent fiscal year or during the current fiscal year (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. The Company has not received any written notice that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.