Customers and Suppliers. (a) Section 5.14(a) of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group. (b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group. (c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 2 contracts
Samples: Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Customers and Suppliers. (a) Section 5.14(aSet forth on Schedule 2.15(a) of are the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the Company Group’s twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate listcustomers, by percentage of total purchases by the Parent Group dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2020 2019, and (ii) the nine period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (9)-month period ended September 30collectively, 2021the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement.
(b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest suppliers to vendors, by dollar volume, for each of the Parent Group following periods: (each a “Parent Significant Supplier”i) measured by aggregate expenditures. Since the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 20212020, except as and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in Section 5.14(b) of any material dispute with any such vendor, nor has such vendor notified the Parent Disclosure Schedule, there Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been any termination, cancellation or material change notified in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice writing that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group such vendor will terminate or reduce its rate or amount business with the Company Group as a result of sales to the Parent Grouptransactions contemplated by this Agreement.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Everside Health Group, Inc.), Stock Purchase Agreement (Everside Health Group, Inc.)
Customers and Suppliers. (a) Section 5.14(a3.21(a) of the Parent Company Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Company Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended beginning January 1, 2021 and ending September 3025, 2021, of the twenty (20) largest customers of the Parent Company Group measured by revenue received (each a “Parent Company Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a3.21(a) of the Parent Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Company Group or any of their respective Affiliates, on the one hand, and any Parent Company Significant Customer, on the other hand, and the Parent Company Group has not received any written, or to the Knowledge of ParentCompany, oral notice that any Parent Company Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Company Group or reduce its rate or amount of purchases from the Parent Company Group.
(b) Section 5.14(b3.21(b) of the Parent Company Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Company Group for each of the fiscal year ended December 31, 2020 and the nine (9)-month period ended beginning January 1, 2021 and ending September 3025, 2021, of the twenty (20) largest suppliers to the Parent Company Group (each a “Parent Company Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b3.21(b) of the Parent Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Company Group or any of their respective Affiliates, on the one hand, and any Parent Company Significant Supplier, on the other hand, and the Parent Company Group has not received any written, or to the Knowledge of ParentCompany, oral notice that any Parent Company Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Company Group or reduce its rate or amount of sales to the Parent Company Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Company Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Company Group have received any written or, to the Knowledge of ParentCompany oral, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 2 contracts
Samples: Merger Agreement (Lawson Products Inc/New/De/), Merger Agreement (Lawson Products Inc/New/De/)
Customers and Suppliers. (a) Section 5.14(a5.20(a)(i) of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each list of the fiscal year ended on December 31, 2020 names of all customers of the Company and the nine Operating Company for the last five (9)-month period ended September 30, 2021, 5) years. Section 5.20(a)(ii) of the Disclosure Schedule contains a list of the names of the twenty (20) largest most significant customers (by dollar amount of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(asales) of the Parent Disclosure ScheduleCompany and the Operating Company, there as a whole, for each of the years ended December 31, 2014 and 2015 and the dollar amount of sales for each such customer during such periods. Neither the Company nor the Operating Company has not been received any terminationwritten notice that any said customer has ceased or will cease, cancellation or material change other than in the business relationshipOrdinary Course of Business, and there has been no material dispute between any of the Parent Group or any of their respective Affiliatesor, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of ParentSeller, oral notice that any Parent Significant Customer threatened to cease, to purchase products or services of the Company or the Operating Company or has substantially reduced or intends to substantially reduce, other than in the Ordinary Course of Business, or, to the Knowledge of Seller, threatened to substantially reduce, the purchase of products or services from the Company or the Operating Company or changed or, to the Knowledge of Seller, threatened to change, its payment or pricing terms with respect to the Company or the Operating Company or otherwise materially and adversely change its terms, cease or materially alter its business relationship current agreements, programs or commitments with the Parent Group Company or reduce its rate or amount of purchases from the Parent GroupOperating Company.
(b) Section 5.14(b5.20(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each list of the fiscal year ended December 31, 2020 and the nine (9)-month period ended September 30, 2021, names of the twenty (20) largest most significant suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(bdollar amount of purchases) of the Parent Disclosure ScheduleCompany and the Operating Company, there has not been any terminationas a whole, cancellation or material change in the business relationship, and there has been no material dispute between any for each of the Parent Group or any of their respective Affiliatesyears ended December 31, on the one hand, 2014 and any Parent Significant Supplier, on the other hand, 2015 and the Parent Group dollar amount of purchases from each such supplier during such periods. Neither the Company nor the Operating Company has not received any written, or to the Knowledge of Parent, oral written notice that any Parent Significant Supplier intends to adversely change its termssaid supplier has ceased or will cease, cease or materially alter its business relationship with other than in the Parent Group or reduce its rate or amount Ordinary Course of sales to the Parent Group.
(c) All materials and products that are currently beingBusiness, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of ParentSeller, oral notice of any allegation that any such material threatened to cease, to sell materials to the Company or product is defective the Operating Company or not in conformity in all material respects with applicable contractual commitmentshas substantially reduced or intends to substantially reduce, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers other than in the ordinary Ordinary course of businessBusiness, or, to the Knowledge of Seller, threatened to substantially reduce, the sale of materials to the Company or the Operating Company or raised or, to the Knowledge of Seller, threatened to raise, its prices to the Company or the Operating Company or otherwise materially and adversely alter its current agreements, programs or commitments with the Company or the Operating Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Power Equipment Group Inc.)
Customers and Suppliers. (a) Section 5.14(a4.24(a) of the Parent Disclosure Schedule contains sets forth a truelist showing the Acquired Companies’ ten largest customers (excluding any Acquired Companies), complete and accurate liston an aggregated basis, by percentage dollar amounts of total sales purchase made by such customer from the Parent Group Business or the Acquired Companies for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20i) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 2021 and (ii) the nine (9)-month five month period ended September 30May 31, 2021, of the twenty 2022 (20“Material Customers”).
(b) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b4.24(b) of the Parent Disclosure Schedule, there has not been Schedule sets forth a list showing the Acquired Companies’ ten largest suppliers (excluding any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective AffiliatesAcquired Companies), on an aggregated basis, by purchases made by the one handBusiness or the Acquired Companies for each of (i) the fiscal year ended December 31, 2021 and any Parent Significant Supplier(ii) the five month period ended May 31, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group2022 (“Material Suppliers”).
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have Neither Seller nor any Acquired Company has received any written or, to the Knowledge of ParentCompanies’ Knowledge, oral notice of from any allegation Material Customer or Material Supplier that any such of the Material Customers or Material Suppliers has (i) terminated, failed to renew, materially modified, amended or reduced, or intends to terminate, fail to renew, materially modify, amend or reduce, its business relationship with the Business or the Acquired Companies, including by substantially reducing its purchases or use of the products or services of the Business or the Acquired Companies, or (ii) failed, or intends to fail, to timely perform its material obligations under any contract with the Business or product is defective the Acquired Companies. There are no material pending disputes with any Material Customer or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessMaterial Supplier.
Appears in 1 contract
Customers and Suppliers. (a) Section 5.14(a) The Company does not have any outstanding disputes concerning its products and/or services provided to any customer or distributor of the Parent Disclosure Schedule contains a trueCompany who, complete and accurate list, by percentage of total sales by in the Parent Group for each of the fiscal year twelve (12) months ended on December 31, 2020 and the nine (9)-month period ended September 302016, 2021, was one of the twenty five (2025) largest customers sources of revenues for the Parent Group measured by revenue received Company based on amounts paid or payable (each each, a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, Each Significant Customer is listed on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group Schedule 3.25(a). The Company has not received any writtenwritten notice, nor does that Company have any Knowledge, that any Significant Customer shall not continue, or to materially reduce its level of business, as a customer or distributor of the Knowledge of Company (or the Surviving Corporation or Parent, oral notice ) after the Closing or that any Parent Significant Customer such customer or distributor intends to adversely change its terms, cease terminate or materially alter its business relationship and adversely modify existing Contracts with the Parent Group Company (or reduce its rate the Surviving Corporation or amount of purchases from the Parent GroupParent).
(b) Section 5.14(b) The Company does not have any outstanding disputes concerning products and/or services provided by any supplier of the Parent Disclosure Schedule contains a complete and accurate listCompany who, by percentage of total purchases by in the Parent Group for each of the fiscal year twelve (12) months ended December 31, 2020 and the nine (9)-month period ended September 302016, 2021, was one of the twenty five (2025) largest suppliers of products and/or services to the Parent Group Company based on amounts paid or payable, or are suppliers of products and/or services on which the Company is dependent for the conduct of its business as presently conducted and which cannot be readily replaced without disruption to its business or material additional cost (each each, a “Parent Significant Supplier”) measured by aggregate expenditures). Since January 1, 2021, except as set forth in Section 5.14(b) Each Significant Supplier is listed on Schedule 3.25(b). As of the Parent Disclosure Scheduledate hereof, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group Company has not received any writtennotice, or nor does that Company have any Knowledge, that any Significant Supplier shall not continue as a supplier to the Knowledge of Company (or the Surviving Corporation or Parent, oral notice ) after the Closing or that any Parent Significant Supplier such supplier intends to adversely change its terms, cease terminate or materially alter its business relationship and adversely modify existing Contracts with the Parent Group Company (or reduce its rate the Surviving Corporation or amount of sales to the Parent GroupParent).
(c) All materials To the Knowledge of the Company, the user and products that are currently being, or have been, distributed or sold by the Parent Group, subscriber information provided in each case, have been Schedule 3.25(c) is true and are being, as applicable, distributed or sold in conformity correct in all material respects with all applicable contractual commitmentsas of December 31, all relevant product specifications and standards2016, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, subject to the Knowledge of Parentqualifications, oral notice limitations and disclosures set forth therein.
(d) The loss of any allegation that any such material single customer or product is defective distributor of or supplier to the Company would not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businesshave a Material Adverse Effect.
Appears in 1 contract
Customers and Suppliers. (a) Except as set forth on Section 5.14(a2.21(a) of the Parent Company Disclosure Schedule contains a trueSchedule, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, Companies have no outstanding material disputes concerning its products and/or services with any customer who was one of the twenty (20) largest customers of or to the Parent Group measured by revenue received Companies (each i) in the year ended December 31, 2021 and (ii) in the six (6) months ended June 30, 2022 (each, a “Parent Significant Customer”), and, to the Company’s knowledge, there is no material dissatisfaction on the part of any Significant Customer. Since January 1, 2021, except as set forth in Each Significant Customer is listed on Section 5.14(a2.21(a) of the Parent Company Disclosure Schedule. No Significant Customer has communicated in writing that it does not intend to continue as a customer of the applicable Group Company after the Closing or that it intends to terminate or materially modify existing Contracts with the applicable Group Company, there has not been nor does the Company have any termination, cancellation or material change in the business knowledge of any Significant Customer’s intent to discontinue its relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease reduce or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Groupmodify existing Contracts.
(b) Except as set forth on Section 5.14(b2.21(b) of the Parent Company Disclosure Schedule contains a complete and accurate listSchedule, the Group Companies have no outstanding material disputes concerning products and/or services provided by percentage of total purchases by any supplier or partner who either, (i) (A) in the Parent Group for each of the fiscal year ended December 31, 2020 and 2021 or (B) in the nine six (9)-month period 6) months ended September June 30, 20212022, was one of the twenty ten (2010) largest suppliers of products and/or services to or partner of the Parent Group Company, based on amounts paid or payable with respect to such period (each each, a “Parent Significant Supplier”) measured by aggregate expendituresor (ii) is a material data provider. Since January 1, 2021, except as set forth in Each Significant Supplier is listed on Section 5.14(b2.21(b) of the Parent Company Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent . The Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has Companies have not received any written, or information from any Significant Supplier that such supplier shall not continue as a supplier to the Knowledge of Parent, oral notice applicable Group Company after the Closing or that any Parent such Significant Supplier intends to adversely change its terms, cease terminate or materially alter its business relationship modify existing Contracts with the Parent applicable Group or reduce its rate or amount of sales to the Parent GroupCompany.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Samples: Business Combination Agreement (Pathfinder Acquisition Corp)
Customers and Suppliers. (a) Section 5.14(aSchedule 2.23(a) of the Parent Disclosure Schedule contains a true, Letter sets forth an accurate and complete and accurate list, by percentage of total sales by the Parent Group for each list of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured by revenue received Company (determined on the basis of the total dollar amount of net revenues) during each of the twelve (12) month periods ended December 31, 2021 and December 31, 2022 (annualized based on year-to-date results) (each, a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has The Company does not been have any termination, cancellation or outstanding material change in the business relationship, and there has been no material dispute between disputes with any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group . The Company has not received any writtenwritten notice or other communication from any Significant Customer that such customer has changed, modified, amended or reduced, or intends to change, modify, amend or reduce, its relationship as a customer of the Company in a manner that is, or is reasonably likely to be adverse to the Knowledge of ParentCompany, oral notice whether after the Closing or otherwise, or that any Parent such Significant Customer has changed, modified, amended or terminated, or intends to adversely change its termschange, cease modify, amend or materially alter its business relationship terminate, existing Contracts with the Parent Group Company in a manner that is, or reduce its rate or amount of purchases from is reasonably likely to be adverse to the Parent GroupCompany.
(b) Section 5.14(bSchedule 2.23(b) of the Parent Disclosure Schedule contains a Letter sets forth an accurate and complete list of suppliers, vendors and accurate list, by percentage of total purchases by service providers on which the Parent Group for each of Company (or its Affiliate on its behalf) spent during the fiscal year ended December 31, 2020 and the nine (9)-month twelve-month trailing period ended September June 30, 20212023, of the twenty Fifty Thousand Dollars (20$50,000) largest suppliers to the Parent Group or more (each each, a “Parent Significant Supplier”) measured by aggregate expenditures). Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has The Company does not been have any termination, cancellation or outstanding material change in the business relationship, and there has been no material dispute between disputes with any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group . The Company has not received any writtenwritten notice or other communication from any Significant Supplier that such supplier, vendor or service provider has changed, modified, amended or reduced, or intends to change, modify, amend or reduce, its relationship as a supplier, vendor or service provider of the Company in a manner that is, or is reasonably likely to be adverse to the Knowledge of ParentCompany, oral notice whether after the Closing or otherwise, or that any Parent such Significant Supplier has changed, modified, amended or terminated, or intends to adversely change its termschange, cease modify, amend or materially alter its business relationship terminate, existing Contracts with the Parent Group Company in a manner that is, or reduce its rate or amount of sales is reasonably likely to be adverse to the Parent Group.
Company. The Company does not have any supplier, vendor or service provider Contracts under Fifty Thousand Dollars (c$50,000) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all which is material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessBusiness.
Appears in 1 contract
Samples: Share Purchase Agreement (Ceva Inc)
Customers and Suppliers. (a) Section 5.14(a3.22(a) of the Parent Company Disclosure Schedule contains sets forth a true, true and complete and accurate list, by percentage list of total sales by (i) the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, Company and there has been no material dispute between any of the Parent Group or any of their respective Affiliatesits Subsidiaries, on a consolidated basis determined by dollar volume of sales, for the one handfiscal year ended December 31, 2019 and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 (collectively, the “Top Customers”) and (ii) the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure ScheduleCompany and its Subsidiaries (other than Altisource and its Affiliates), on a consolidated basis determined by dollar volume of expenditures, for the fiscal year ended December 31, 2019 and the fiscal year ended December 31, 2020 (collectively, the “Top Suppliers”).
(i) To the Company’s Knowledge, there has not been any no termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in in, or material dissatisfaction with, the business relationshiprelationship between the Company or its Subsidiaries and any of the Top Customers. The Company has no Knowledge that any Top Customer intends, and prior to or as a result of the Closing or otherwise, to cease to contract with the Company or its Subsidiaries, as applicable, or might substantially reduce its business with the Company, or its Subsidiaries, as applicable.
(ii) To the Company’s Knowledge, there has been no termination, cancellation or threatened termination or cancellation of or limitation of, or any material dispute modification or change in, or material dissatisfaction with the business relationship between the Company or its Subsidiaries and any of the Parent Group or Top Suppliers. The Company has no knowledge that any Top Supplier might as a result of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any writtenClosing, or otherwise, cease to contract with or supply to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change Company or its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are beingSubsidiaries, as applicable, distributed or sold in conformity in all material respects might substantially reduce its business with all applicable contractual commitmentsthe Company, all relevant product specifications and standardsor its Subsidiaries, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessas applicable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Altisource Portfolio Solutions S.A.)
Customers and Suppliers. (a) Section 5.14(aSchedule 4.21(a) of the Parent Disclosure Schedule contains Schedules sets forth a truetrue and complete list of (i) the names of all clients, complete and accurate listpurchasers and/or licensees (each, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Major Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship Company with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group revenue for each such client, purchaser and/or licensee of $50,000 or more during the fiscal year ended December 31, 2020 and 2017 or the nine (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since beginning January 1, 20212018 and ending on June 30, except as set forth in Section 5.14(b2018, (ii) whether such Major Customer is a platform customer or a content licensing customer, and a reference to the Contract between the Company and such Major Customer, (iii) the amount of revenue each such Major Customer paid during each such period and (iv) the percentage of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any consolidated total sales of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group Company represented by sales to each such Major Customer during each such period. The Company has not received any writtenwritten notice, nor does the Company have any reason to believe, that any Major Customer (A) has ceased, or will cease or substantially reduce, use of products or services of the Company or (B) has sought, or is seeking, to amend its Contract with the Company to reduce the price it will pay for the products or services of the Company.
(b) Schedule 4.21(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers, service providers and content licensors (each, a “Major Supplier”) of the Company from which the Company ordered products or services or licensed content with an aggregate purchase price for each such supplier, service provider or content licensor of $50,000 or more during for the fiscal year ended December 31, 2017 or the period beginning January 1, 2018 and ending on June 30 2018, (ii) the general nature of the products, services or licensed content provided by each Major Supplier to the Knowledge of ParentCompany, oral notice and a reference to the Contract between the Company and such Major Supplier and (iii) the amount for which each such Major Supplier invoiced the Company during such period. The Company has not received any written notice, nor does the Company have any reason to believe, that any Parent Significant Major Supplier intends to adversely change its terms(A) has ceased, or will cease or materially alter its doing business relationship with the Parent Group Company, or reduce (B) will not sell supplies or services or license content to the Surviving Corporation at any time after the Closing Date on terms and conditions substantially the same as those used in its rate or amount of current sales to the Parent GroupCompany, subject to general and customary price increases.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Samples: Merger Agreement (Veritone, Inc.)
Customers and Suppliers. (a) Section 5.14(aSchedule 2.14(a) sets forth a list of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) top 10 largest customers of the Parent Group measured Business (ranked by dollar amount of revenue received earned by the Business from such customers) showing the total dollar amount of revenue earned by the Business from each such customer for the calendar year ended December 31, 2021 and the 3-month period ended March 31, 2022 (each each, a “Parent Significant Key Customer”). Since No Key Customer has notified Seller in writing since January 1, 20212022, except as set forth in Section 5.14(a) that it will stop purchasing or significantly decrease the volume of purchases of Products/Services from the Parent Disclosure ScheduleBusiness from levels existing prior to such notification. To Seller’s Knowledge, there no Key Customer has not been given any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice indication that any Parent Significant Customer it intends to adversely change its terms, cease or significantly decrease the volume of purchases of Products/Services after the Closing or otherwise terminate or materially alter reduce its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent GroupBusiness.
(b) Section 5.14(bSchedule 2.14(b) sets forth a list of the Parent Disclosure Schedule contains a complete and accurate list, top 10 largest suppliers of the Business (ranked by percentage of total purchases dollar amounts paid by the Parent Group Business to such suppliers) showing the total dollar amount of purchases made by the Business from each such supplier for each of the fiscal calendar year ended December 31, 2020 2021 and the nine (9)-month 3-month period ended September 30March 31, 20212022 (each, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Key Supplier”) measured by aggregate expenditures). Since January 1, 2021, except as set forth No Key Supplier has notified Seller in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, writing since January 1, 20212022, none that it will stop supplying or significantly decrease the volume of Parent Group have received any written orsupply of materials, products or services to the Knowledge Business from levels existing prior to such notification. To Seller’s Knowledge, no Key Supplier has given any indication that it intends to cease or significantly decrease the volume of Parentsupply of materials, oral notice of any allegation that any such material products or product is defective services to the Business after the Closing or not in conformity in all material respects otherwise terminate or materially reduce its relationship with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessBusiness.
Appears in 1 contract
Customers and Suppliers. (a) Set forth on Section 5.14(a4.22(a) of the Parent Company Disclosure Schedule contains a trueSchedule, complete and accurate listare the 10 largest customers of the Company (“Top Customers”), by percentage of total sales by dollar volume, during the Parent Group for each of the fiscal year ended periods beginning (i) January 1, 2023 and ending on December 31, 2020 and 2023 (the nine (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer2023 Top Customers”). Since , and (ii) January 1, 20212024 and ending on June 30, 2024 (the “2024 Top Customers”), and set forth opposite the name of each such Top Customer is the dollar amount of revenue attributable to such Top Customer for such periods. The Company is not engaged in any material dispute with any 2024 Top Customer, except as set forth in on Section 5.14(a4.22(a)(iii) of the Parent Company Disclosure Schedule, there no 2024 Top Customer has not been any terminationnotified the Company that it intends to terminate, cancellation suspend or material change in materially reduce its business relations with the business relationshipCompany, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parentthe Company or Newtek, oral notice that as of the Execution Date there is no reason why any Parent Significant 2024 Top Customer intends to adversely change its termswould terminate, cease suspend, or materially alter reduce its business relationship relations with the Parent Group or reduce its rate or amount of purchases from Company after the Parent GroupClosing.
(b) Set forth on Section 5.14(b4.22(b) of the Parent Company Disclosure Schedule contains a complete are the 10 largest suppliers and accurate listvendors of the Company (“Top Vendors”), by percentage of total purchases by dollar volume, during the Parent Group for each of the fiscal year ended periods beginning (i) January 1, 2023 and ending on December 31, 2020 2023 (the “2023 Top Vendors”), and the nine (9)-month period ended September 30, 2021, of the twenty (20ii) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 20212024 and ending on June 30, 2024 (the “2024 Top Vendors”), and set forth opposite the name of each such Top Vendor is the dollar amount of costs attributable to such Top Vendor for such periods. The Company is not engaged in any material dispute with any 2024 Top Vendor, except as set forth in on Section 5.14(b4.22(b)(iii) of the Parent Company Disclosure Schedule, there no 2024 Top Vendor has not been any terminationnotified the Company that it intends to terminate, cancellation suspend or material change in materially reduce its business relations with the business relationshipCompany, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parentthe Company or Newtek, oral notice that as of the Execution Date there is no reason why any Parent Significant Supplier intends to adversely change its termssuch 2024 Top Vendor would terminate, cease suspend or materially alter reduce its business relationship relations with the Parent Group or reduce its rate or amount of sales to Company after the Parent GroupClosing.
(c) All materials and products that are No material warranty claim is currently being, or have been, distributed or sold by pending against the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except Company (excluding customer claims for notices received from customers normal rework in the ordinary course of businessbusiness consistent with past experience in scope and amount).
Appears in 1 contract
Samples: Merger Agreement (Paltalk, Inc.)
Customers and Suppliers. (a) Section 5.14(aSchedule 3.18(a) sets forth the ten (10) largest customers (as measured by dollar volume of sales) of the Parent Disclosure Schedule contains a true, complete Company and accurate list, by percentage of total sales by its Subsidiaries (the Parent Group “Top Customers”) for each both of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year years ended December 31, 2020 2023 and December 31, 2022, provided however, the nine (9)-month Top Customers only include sales data for Pajarito Scientific Corporation and its Subsidiaries for the period ended September 30from April 1, 20212023 to December 31, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures2023. Since January 1December 31, 20212022, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there Company has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge knowledge of Parentthe Company, oral notice from any Top Customer to the effect that such customer is terminating its business relationship with the Company and will stop purchasing products therefrom prior to the termination of any allegation existing agreement with such Top Customer. There are no pending disputes or controversies between the Company and any of the Top Customers and, to the knowledge of the Company, none of the Top Customers (i) has or is contemplating terminating or materially diminishing its business or relationship with the Company or (ii) has experienced any material work stoppage or other material adverse circumstances or conditions that is reasonably likely to jeopardize or materially adversely affect the future relationships of the Company with such Person.
(b) Schedule 3.18(b) sets forth the ten (10) largest suppliers (as measured by dollar volume of purchases) of the Company and its Subsidiaries (the “Top Suppliers”), for both of the years ended December 31, 2023 and December 31, 2022, provided however, the Top Suppliers only include purchase data for Pajarito Scientific Corporation and its Subsidiaries for the period from April 1, 2023 to December 31, 2023. Since December 31, 2022, the Company has not received any written or, to the knowledge of the Company, oral notice from any Top Supplier to the effect that such Top Supplier is terminating its business relationship with the Company and will stop providing products or services to the Company, prior to the termination of any existing agreement with such Top Supplier. There are no pending disputes or controversies between the Company and any of the Top Suppliers and, to the knowledge of the Company, none of the Top Suppliers (i) has or is contemplating terminating or materially diminishing its business or relationship with the Company or (ii) has experienced any material work stoppage or product other material adverse circumstances or conditions that is defective reasonably likely to jeopardize or not in conformity in all material respects materially adversely affect the future relationships of the Company with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businesssuch Person.
Appears in 1 contract
Customers and Suppliers. (a) Section 5.14(aSchedule 4.19(a) of the Parent Disclosure Schedule contains sets forth a true, complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, list of the twenty (20) largest customers suppliers and vendors by value of purchases from (i) the Parent Group measured by revenue received US Company and its Subsidiaries for the year ended December 31, 2016 and the nine month period ended September 30, 2017 and (each ii) the Indian Company and its Subsidiaries for the fiscal year ended March 31, 2017 and the nine month period ended December 31, 2017 (each, a “Parent Significant CustomerSupplier”). Since January 1December 31, 20212016 or March 31, except 2017, as set forth the case may be, no Supplier has terminated or materially reduced its business relationships with the Company or any of its Subsidiaries, and there has been no written (or to the Company’s knowledge, oral) communication from any Supplier which would lead the Company to reasonably believe that such Supplier is planning to terminate or materially reduce its business relationships with the Company or any of its Subsidiaries. Except as disclosed in Section 5.14(aSchedule 4.19(a), in the three (3) of years prior to the Parent Disclosure ScheduleClosing Date, there has not been any termination, cancellation or material adverse change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship relations with the Parent Group or reduce its rate or amount of purchases from the Parent Groupsuch 20 Suppliers.
(b) Section 5.14(bSchedule 4.19(a) sets forth a list of the Parent Disclosure Schedule contains a complete twenty (20) customers by revenue of (i) the US Company and accurate list, by percentage of total purchases by the Parent Group its Subsidiaries for each of the fiscal year ended December 31, 2020 2016 and the nine (9)-month month period ended September 30, 20212017 and (ii) the Indian Company and its Subsidiaries for the fiscal year ended March 31, 2017 and the nine month period ended December 31, 2017 (each, a “Customer”). Since December 31, 2016 or March 31, 2017, as the case may be, no Customer has terminated or materially reduced its business relationships with the Company or any of the twenty (20) largest suppliers its Subsidiaries, and there has been no written or, to the Parent Group Company’s knowledge, oral communication from any Customer which would lead the Company to reasonably believe that such Customer is planning to terminate or materially reduce its business relationships with the Company or any of its Subsidiaries. Except as disclosed in Schedule 4.19(b), in the three (each a “Parent Significant Supplier”3) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of years prior to the Parent Disclosure ScheduleClosing Date, there has not been any termination, cancellation or material adverse change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship relations with the Parent Group or reduce its rate or amount of sales to the Parent Groupsuch 20 Customers.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Customers and Suppliers. (a) Section 5.14(a3.23(a) of the Parent Company Disclosure Schedule contains sets forth a true, true and complete and accurate list, by percentage of total sales by the Parent Group for each list of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured Company, determined on a consolidated basis by revenue received (each a “Parent Significant Customer”). Since January 1dollar volume of sales, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 2021 and the nine three (9)-month 3)-month period ended September 30on the Balance Sheet Date (collectively, 2021, of the twenty (20“Top Customers”) largest suppliers and the applicable dollar amounts with respect to each Top Customer. Except as would not reasonably be expected to be material to the Parent Group Companies, taken as a whole, (each a “Parent Significant Supplier”i) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) the Company has no Knowledge of the Parent Disclosure Schedule, there has not been any termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in in, or material dissatisfaction with, the business relationship, relationship between the applicable Group Company and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one handTop Customers, and (ii) the Company has no Knowledge that any Parent Significant SupplierTop Customer intends to, as a result of the Contemplated Transactions, cease to contract with the Group Companies or substantially reduce its business with the Group Companies.
(b) Section 3.23(b)of the Company Disclosure Schedule sets forth a true and complete list of the ten (10) largest suppliers of the Company, determined on a consolidated basis by dollar volume of expenditures, for the other handfiscal year ended December 31, 2021, and the Parent Group three (3)-month period ended on the Balance Sheet Date (collectively, the “Top Suppliers”) and the applicable dollar amounts with respect to each Top Supplier. The Company has not received no Knowledge that any writtenTop Supplier intends to, as a result of the Contemplated Transactions, cease to contract with or supply to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease Group Companies or materially alter substantially reduce its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent GroupCompanies.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Customers and Suppliers. (a) Section 5.14(a5.21(a) of the Parent Company Disclosure Schedule contains sets forth the name of each customer (each, a true, complete and accurate list, by percentage of total sales by the Parent Group for each “Customer”) of the fiscal year Company during the six month period ended on June 30, 2024 and the years ended December 31, 2020 2023 and December 31, 2022. No Customer has terminated or adversely modified the amount, pricing, frequency or terms of the business such Customer conducts with the Company. As of the Execution Date, the Company is not engaged in any material dispute with any Customer nor has the Company received any written notice of any such dispute. Except as would not, individually or in the aggregate, reasonably be expected to be material to Company, (x) no Customer has ceased to use its goods or services or to otherwise terminate, materially and adversely modify or materially reduce its relationship with the Company (and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group Company has not received any written, or to the Knowledge of Parent, oral written notice that any Parent Significant Customer of its Customers intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases do so) from the Parent Grouplevels achieved during the three months ended March 31, 2024, and (y) no Customer has communicated to the Company, orally or in writing, that it has not passed such Customer’s audit.
(b) Section 5.14(b5.21(b) of the Parent Company Disclosure Schedule contains a complete and accurate listsets forth the name of (i) each supplier of the Company with $1,000,000 or more, by percentage of total purchases in the aggregate on an annualized basis, paid by the Parent Group for Company to such supplier during the six month period ended June 30, 2024 and (ii) each supplier of the fiscal year Company with $1,000,000 or more, in the aggregate, during the years ended December 31, 2020 2023 and December 31, 2022 (the “Top Suppliers”). No Top Supplier has terminated or adversely modified the amount, pricing, frequency or terms of the business such Top Supplier conducts with the Company. As of the Execution Date, the Company is not engaged in any material dispute with any Top Supplier nor has the Company received any written notice of any such dispute. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company, (x) all Top Suppliers continue to be suppliers of the Company, and (y) no Top Supplier has ceased to supply goods or services to the Company or otherwise terminated, materially and adversely modified or materially reduced its relationship with the Company (and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group Company has not received any written, or to the Knowledge of Parent, oral written notice that any Parent Significant Supplier of its Top Suppliers intends to adversely change do so) from the levels achieved during the three months ended March 31, 2024. The Company has not experienced any shortages of supplies or other disruptions to its terms, cease or supply chains that have materially alter its business relationship with impacted the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Samples: Contribution Agreement (Solaris Oilfield Infrastructure, Inc.)
Customers and Suppliers. (a) Section 5.14(a3.22(a) of the Parent Disclosure Schedule contains sets forth a true, complete and accurate list, by percentage correct list of total sales by the Parent Group all customers of Seller for each of the fiscal year years ended on December 31, 2020 2014 and December 31, 2015, in each case, that represented revenue of more than $100,000 or more during such annual period and the nine (9)-month period ended September 30, 2021, amount of the twenty (20) largest customers of the Parent Group measured by revenue received (from each a “Parent Significant Customer”)such customer during such annual periods. Since January 1, 2021, except Except as set forth in on Section 5.14(a3.22(a) of the Parent Disclosure Schedule, there since December 31, 2014, no such customer and no Person listed on Section 3.22(a) of the Disclosure Schedule has not been any terminationcancelled or otherwise terminated or threatened to cancel or terminate, or gave notice of cancellation or material change in the business relationshiptermination of its relationship with Seller, and nor is there has been no any material dispute between therewith. To the Knowledge of Seller Parties, there is no reasonable basis to believe that (i) any Person listed in Section 3.22(a) of the Parent Group Disclosure Schedule intends to cancel or terminate its relationship with Seller for any of their respective Affiliatesreason, or (ii) that the transactions contemplated in connection herewith will have an adverse impact on the relationship between Seller, on the one hand, and any Parent Significant CustomerPerson listed in Section 3.22(a) of the Disclosure Schedule, on the other hand. Seller does not hold itself out as, and the Parent Group has not received any writtennever been, a small business, or to the Knowledge of Parenta female, oral notice that foreign nationality, disadvantaged or minority owned business, or otherwise participated in any Parent Significant Customer intends to adversely change its terms, cease similar set-aside or materially alter its business relationship with the Parent Group program or reduce its rate or amount of purchases from the Parent Grouparrangement.
(b) Section 5.14(b3.22(b) of the Parent Disclosure Schedule contains sets forth a complete and accurate list, by percentage correct list of total purchases by the Parent Group all suppliers of Seller for each of the fiscal year years ended December 31, 2020 2014 and the nine (9)-month period ended September 30December 31, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group2015, in each case, have been that represented expenditures of $100,000 or more during such annual period and are being, the amount of purchase from each such supplier during such annual period. Except as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, andset forth on Section 3.22(b) of the Disclosure Schedule, since January 1December 31, 20212014, none of Parent Group have received no such supplier has cancelled or otherwise terminated, reduced, or threatened to cancel or terminate or reduce, its relationship with Seller, nor is there any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessdispute therewith.
Appears in 1 contract
Customers and Suppliers. (a) Section 5.14(a) Schedule 2.21 sets forth a list of the Parent Disclosure Schedule contains a truetop 20 suppliers of goods or services to the Company, complete and accurate listbut excluding Major ICPs (as defined below), by percentage of total sales based on the amount paid by the Parent Group for each of Company during (i) the fiscal year 12-month period ended on December 31, 2020 2020, and (ii) the six-month period ended on June 30, 2021 (the “Major Suppliers”), together with in each case the accounts payable and the nine amount paid during such period. Schedule 2.21 also sets forth a list of all third party service providers contracted by the Company to process payroll for its customers during (9)-month i) the 12-month period ended September on December 31, 2020, and (ii) the six-month period ended on June 30, 20212021 (the “Major ICPs”), together with in each case the accounts payable and the amount paid during such period. Schedule 2.21 also sets forth a list of the twenty (20) largest top 20 customers of the Parent Group measured Company based on the amounts invoiced by revenue received the Company during (each a i) the 12-month period ended on December 31, 2020, or (ii) the six-month period ended on June 30, 2021 (the “Parent Significant CustomerMajor Customers”), together with in each case the amount of collections and accounts receivable during such period. Since January 1, 2021, except as set Schedule 2.21 also sets forth in Section 5.14(a) a list of the Parent Disclosure Scheduletop 5 channel partners of the Company based on the amounts invoiced by the Company during (i) the 12-month period ended on December 31, there has 2020, or (ii) the six-month period ended on June 30, 2021 (the “Major Channel Partners”), together with in each case the amount of collections and accounts receivable during such period. The Company is not been engaged in any terminationdispute with any Major Supplier, cancellation Major Customer, Major ICP or material change in the business relationshipMajor Channel Partner, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parentthe Company, oral notice that any Parent Significant Customer no Major Supplier, Major Customer, Major ICP or Major Channel Partner intends to adversely terminate, materially limit, change its terms, cease any material terms of (including any announced or requested change in quantities or pricing) or materially alter reduce its business relationship relations with the Parent Group or reduce its rate or amount of purchases from Company. To the Parent Group.
(b) Section 5.14(b) Company’s Knowledge, the consummation of the Parent Disclosure Schedule contains transactions contemplated by this Agreement is not reasonably likely to have a complete and accurate list, by percentage of total purchases by materially adverse effect on the Parent Group for each business relationship of the fiscal year ended December 31Company with any Major Supplier, 2020 and the nine (9)-month period ended September 30Major Customer, 2021, of the twenty (20) largest suppliers Major ICP or Major Channel Partner. The Company has provided to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) Purchaser or its counsel correct and complete copies of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects Contracts with all applicable contractual commitmentsMajor Suppliers, all relevant product specifications Major Customers, Major ICPs and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessMajor Channel Partners.
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Customers and Suppliers. (a) Section 5.14(a) 3.24 of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by lists the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured by (based on net revenue received by the Company) (each each, a “Parent Significant Material Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
ten (b10) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases largest vendors (based on payments made by the Parent Group Company) (each, a “Material Supplier”), in each case, for each of the fiscal year ended December 31, 2020 2021, and the nine (9)-month nine-month period ended September 30, 2021, 2022. Opposite the name of each such Material Customer is the twenty (20) largest suppliers approximate percentage of revenues attributable to such Material Customer for the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1year ended December 31, 2021, except and the nine-month period ended September 30, 2022. Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth in on Section 5.14(b) 3.24 of the Parent Disclosure Schedule, there has not been any terminationwithin the past one (1) year, cancellation no Material Customer listed or material change in the business relationship, and there has been no material dispute between any required to be listed on Section 3.24 of the Parent Group or any of their respective Affiliates, on Disclosure Schedule has notified the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any writtenCompany in writing, or to the Knowledge of Parentthe Company, oral notice orally, that any Parent Significant Supplier it shall, or intends to adversely change its termsstop, cease cancel, terminate, or materially alter its business decrease the rate of buying products or services from the Company or otherwise materially adversely modify any relationship of such Person with the Parent Group Company or reduce any of its rate Contracts or amount of sales to Government Contracts with the Parent Group.
Company. Within the past one (c1) All materials and products that are currently beingyear, or have beenno Material Supplier has notified the Company in writing, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parentthe Company, oral notice orally, that it shall, or intends to, cancel, terminate, or otherwise adversely modify any relationships of such Person or any allegation of its Contracts or Government Contracts with the Company or materially decrease the rate of supplying materials, products or services to the Company. The relationships of the Company with such suppliers and customers are reasonably good commercial working relationships. No Material Customer or Material Supplier has notified the Company in writing(or to the Knowledge of the Company, orally) that it intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company. The Company has not within the past year been engaged in any material dispute with any Material Customer or Material Supplier. No Material Customer or Material Supplier has notified the Company in writing (or to the Knowledge of the Company, orally) that the consummation of the transactions contemplated in this Agreement and the other Transaction Documents, would, or is reasonably likely to, adversely or negatively affect the relationship of the Company with such material Material Customer or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessMaterial Supplier.
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Customers and Suppliers. (a) Section 5.14(a3.22(a) of the Parent Company Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by Letter lists the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured by revenue received (each a excluding intercompany sales) (the “Parent Significant CustomerKey Customers”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group Company Entities for each of the fiscal year ended December 31, 2020 and the nine (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since beginning on January 1, 2021, except as set forth in Section 5.14(b) 2021 and ending on the date of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationshipLatest Balance Sheet, and there sets forth opposite the name of each such Key Customer the amount and percentage of consolidated revenue attributable to such Key Customer. In the last twelve (12) months, no Key Customer has been no material dispute between any materially reduced or materially altered (in a manner adverse to the Company Entities) its relationship or the terms of its business with the Company Entities, and none of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group Company Entities has not received any written, or to the Knowledge of Parentthe Company verbal, oral notice that from any Parent Significant Supplier intends Key Customer (i) of any intention to adversely change cancel or otherwise terminate of its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount Company Entities, (ii) of sales any material and adverse change to the Parent Groupterms (whether related to payment, price, discounts or otherwise) with respect to, or materially decrease or increase the rate of, buying Company Products, or (iii) of any material claim, dispute or controversy with such Key Customer.
(cb) All materials Section 3.22(b) of the Company Disclosure Letter lists the ten (10) largest vendors, licensors, service providers and products that are currently beingother suppliers (measured by aggregate spend) (the “Key Suppliers”) of the Company Entities for each of the fiscal year ended December 31, or have been, distributed or sold by 2020 and the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since period beginning on January 1, 20212021 and ending on the date of the Latest Balance Sheet and sets forth opposite the name of each such Key Supplier the amount of expenses attributable to (whether directly or through) such Key Supplier. In the last twelve (12) months, no Key Supplier has materially reduced or materially altered (in a manner adverse to the Company Entities) its relationship the terms of its business with the Company Entities, and none of Parent Group have the Company Entities has received any written orwritten, or to the Knowledge of Parentthe Company, oral verbal notice from any Key Supplier (i) of any allegation that intention to cancel or otherwise terminate its relationship with the Company Entities or (ii) of any intention to materially change the terms (whether related to payment, price, discounts or otherwise) with respect to, or materially decrease or increase the rate of, supplying materials, products or services to any Company Entity, or (iii) of any material claim, dispute or controversy with such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessKey Supplier.
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Samples: Purchase and Sale Agreement (Enpro Industries, Inc)
Customers and Suppliers. (a) Section 5.14(aSchedule 3.23(a) of the Parent Disclosure Schedule contains a true, correct and complete and accurate list, by percentage of total sales by the Parent Group for each of the fiscal year ended on December 31, 2020 and the nine (9)-month period ended September 30, 2021, list of the twenty (20) largest customers customers, resellers or distributors, calculated on the basis of combined revenue (the “Key Customers”), of the Parent Group measured by revenue received Companies for (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(ai) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 and (ii) the nine period from January 1, 2021 to the Latest Balance Sheet Date, and sets forth opposite the name of each such Key Customer the amount and percentage of combined revenue of the Group Companies attributable to such Key Customer during such periods. In the last twelve (9)-month period ended September 3012) months, 2021(A) no Key Customer has materially reduced or materially altered (in a manner adverse to the Group Companies) its relationship or the terms of its business with the Group Companies, (B) none of the Group Companies has received written, or to the Knowledge of the Group Companies, oral notice from any Key Customer of any termination, material reduction or material alteration (in a manner adverse to the Group Companies) in such Key Customer’s relationship with the Group Companies or that such Key Customer intends to, or has any Knowledge that any Key Customer will, terminate, materially reduce or materially alter (in a manner adverse to the Group Companies) its relationship with any Group Company and (C) since December 31, 2020, no Group Company is or has been involved in any material claim, dispute or controversy with any Key Customer.
(b) Schedule 3.23(b) contains a true, correct and complete list of the twenty (20) largest vendors, licensors, service providers and other suppliers to (the Parent Group (each a “Parent Significant SupplierKey Suppliers”) of the Group Companies (measured by aggregate expenditures. Since spend) for (i) the fiscal year ended December 31, 2020 and (ii) the period from January 1, 20212021 to the Latest Balance Sheet Date, except as set and sets forth opposite the name of each Key Supplier the amount of expenses attributable to (whether directly or through) such supplier during such periods. In the last twelve (12) months, (A) no Key Supplier has materially reduced or materially altered (in Section 5.14(beach case, in a manner adverse to the Group Companies) its relationship or the terms of its business with the Group Companies, (B) none of the Parent Disclosure Schedule, there Group Companies has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parentthe Group Companies, oral notice that from any Parent Significant Key Supplier intends to adversely change its terms, cease of any termination or materially alter its business relationship with the Parent Group material reduction or reduce its rate or amount of sales to the Parent Group.
material alteration (c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, a manner adverse to the Group Companies) in such Key Supplier’s relationship with the Group Companies or that such Key Supplier intends to, or has any Knowledge of Parent, oral notice of any allegation that any such Key Supplier will, terminate, materially reduce or materially alter (in each case, in a manner adverse to the Group Companies) its relationship with any Group Company and (C) since December 31, 2020, no Group Company is or has been involved in any material claim, dispute or product is defective or not in conformity in all material respects controversy with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessany Key Supplier.
Appears in 1 contract
Samples: Equity Purchase Agreement (Specialty Building Products, Inc.)
Customers and Suppliers. (a) Section 5.14(a3.23(a) of the Parent Company Disclosure Schedule contains sets forth a true, true and complete and accurate list, by percentage of total sales by the Parent Group for each list of the fiscal year ended on December 31, 2020 and the nine ten (9)-month period ended September 30, 2021, of the twenty (2010) largest customers of the Parent Group measured Company, determined on a consolidated basis by revenue received (each a “Parent Significant Customer”). Since January 1dollar volume of sales, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ended December 31, 2020 and the nine three (9)-month 3)-month period ended September 30on the Balance Sheet Date (collectively, 2021, of the twenty (20“Top Customers”) largest suppliers and the applicable dollar amounts with respect to each Top Customer. Except as would not reasonably be expected to be material to the Parent Group Companies, taken as a whole, (each a “Parent Significant Supplier”i) measured by aggregate expenditures. Since January 1, 2021, except as set forth in Section 5.14(b) the Company has no Knowledge of the Parent Disclosure Schedule, there has not been any termination, cancellation or threatened termination or cancellation of or limitation of, or any material modification or change in in, or material dissatisfaction with, the business relationship, relationship between the applicable Group Company and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one handTop Customers, and any Parent Significant Supplier, on (ii) the other hand, and the Parent Group Company has not received any written, or to the no Knowledge of Parent, oral notice that any Parent Significant Supplier Top Customer intends to adversely change its termsto, as a result of the Contemplated Transactions, cease to contract with the Group Companies or materially alter substantially reduce its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent GroupCompanies.
(cb) All materials Section 3.23(b)of the Company Disclosure Schedule sets forth a true and products that are currently beingcomplete list of the ten (10) largest suppliers of the Company, determined on a consolidated basis by dollar volume of expenditures, for the fiscal year ended December 31, 2020 and the three (3)-month period ended on the Balance Sheet Date (collectively, the “Top Suppliers”) and the applicable dollar amounts with respect to each Top Supplier. Except as would not reasonably be expected to be material to the Group Companies taken as a whole, the Company has no Knowledge of any termination, cancellation or threatened termination or cancellation of or limitation of, or have beenany material modification or change in, distributed or sold by material dissatisfaction with the Parent Group, in each case, have been business relationship between the applicable Group Company and are beingany of the Top Suppliers. The Company has no Knowledge that any Top Supplier intends to, as applicablea result of the Contemplated Transactions, distributed cease to contract with or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, supply to the Knowledge of Parent, oral notice of any allegation that any such material Group Companies or product is defective or not in conformity in all material respects substantially reduce its business with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessGroup Companies.
Appears in 1 contract
Samples: Merger Agreement (Ideanomics, Inc.)
Customers and Suppliers. (a) Section 5.14(aSchedule 2.20(a) of the Parent Disclosure Schedule contains sets forth a true, correct and complete and accurate list, by percentage list of total sales by the Parent Group for each of the fiscal year ten largest customers of the Company (with customer being defined as the brand and not the ODM), based on the aggregate amount paid to the Company (i) during the twelve-month period ended on December 31, 2020 2017 and (ii) for the nine (9)-month six-month period ended September June 30, 2021, of 2018 (the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant CustomerMajor Customers”). Since January 1, 2021, except as set forth The Company is not engaged in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between with any of the Parent Group Major Customers and, to the Company’s Knowledge, no Major Customer has provided written notice that it intends to terminate, limit, materially change the terms of (including any announced or any requested change in quantities or pricing) or materially reduce its business relations with the Company. As of their respective Affiliatesthe Agreement Date, the Company has no particular reason to believe that the Transaction is reasonably likely to have an adverse effect on the one hand, and any Parent Significant Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship of the Company with the Parent Group or reduce its rate or amount of purchases from the Parent Groupany Major Customer.
(b) Section 5.14(bSchedule 2.20(b) sets forth a true, correct and complete list of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group for each of the fiscal year ten largest suppliers of the Company based on the aggregate amount paid by the Company (i) during the twelve-month period ended on December 31, 2020 2017 and (ii) for the nine (9)-month six-month period ended September June 30, 2021, of 2018 (the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant SupplierMajor Suppliers”) measured by aggregate expenditures). Since January 1, 2021, except as set forth The Company is not engaged in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between with any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, Major Suppliers and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge Company’s Knowledge, no Major Supplier has provided written notice that it intends to terminate, limit, materially change the terms of Parent(including any announced or requested change in quantities or pricing) or materially reduce its business relations with the Company. As of the Agreement Date, oral notice the Company has no particular reason to believe that the consummation of the Transaction is reasonably likely to have an adverse effect on the business relationship of the Company with any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessMajor Supplier.
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Customers and Suppliers. (a) Section 5.14(a4.24(a) of the Parent Disclosure Schedule contains sets forth a true, complete and accurate list, by percentage of total sales by the Parent Group Company and the Company Subsidiaries for each of the fiscal year years ended on December 31, 2020 2010 and the nine (9)-month period ended September 30, 20212011, of (i) the twenty fifteen (2015) largest customers of the Parent Group measured by revenue received Company and the Company Subsidiaries and (each a “Parent Significant Customer”)ii) the five (5) largest distributors or resellers of the Company and the Company Subsidiaries. Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule2012, there has not been any termination, cancellation or material adverse change in the business relationship, and there has been no material dispute dispute, between any of the Parent Group Company or any of their respective AffiliatesCompany Subsidiary, on the one hand, and any Parent Significant Customersuch customer, distributor or reseller, on the other hand, and the Parent Group Company has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer such customer, distributor or reseller intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group Company or any Company Subsidiary or to materially reduce its rate or amount of purchases from the Parent GroupCompany or any Company Subsidiary.
(b) Section 5.14(b4.24(b) of the Parent Disclosure Schedule contains a complete and accurate list, by percentage of total purchases by the Parent Group Company and the Company Subsidiaries for each of the fiscal year years ended on December 31, 2020 2010 and the nine (9)-month period ended September 30, 20212011, of the twenty ten (2010) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expendituresCompany and the Company Subsidiaries. Since January 1, 2021, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule2012, there has not been any termination, cancellation or material adverse change in the business relationship, and there has been no material dispute dispute, between any of the Parent Group Company or any of their respective AffiliatesCompany Subsidiary, on the one hand, and any Parent Significant Suppliersuch supplier, on the other hand, and the Parent Group Company has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier such supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group Company or any Company Subsidiary or to reduce its rate or amount of sales to the Parent GroupCompany or any Company Subsidiary.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parent, oral notice of any allegation that any such material or product is defective or not in conformity in all material respects with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of business.
Appears in 1 contract
Samples: Share Purchase Agreement (Allscripts Healthcare Solutions, Inc.)
Customers and Suppliers. (a) Section 5.14(aSchedule 4.22(a) sets forth all customers that accounted for 10% or more of the Parent Disclosure Schedule contains a true, complete and accurate list, by percentage of total sales by the Parent Group for each revenues of the fiscal Company or any of its Subsidiaries for the year ended on December August 31, 2020 and the nine 2005 (9)-month period ended September 30, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”"Company Material Customers"). Since January 1, 2021, except Except as set forth in Section 5.14(aSchedule 4.22(a), (i) all Company Material Customers continue to be customers of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship, and there has been no material dispute between any of the Parent Group Company or any of their respective Affiliatesits Subsidiaries, on as the one handcase may be, and none of such Company Material Customers has reduced materially its business with the Company or any Parent Significant Customerof its Subsidiaries, on as the other handcase may be, from the levels achieved during the year ended August 31, 2005, and the Parent Group has not received any written, or to the Knowledge of Parentthe Representing Sellers, oral notice that any Parent Significant no such reduction is currently expected to occur; (ii) no Company Material Customer intends to adversely change has terminated its terms, cease or materially alter its business relationship with the Parent Group Company or reduce any of its rate Subsidiaries, as the case may be, or amount has threatened to do so; (iii) neither the Company nor any of purchases from its Subsidiaries is involved in any claim, dispute with any Company Material Customer; and (iv) neither the Parent GroupCompany nor any of its Subsidiaries is involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect on the Company or any of its Subsidiaries taken as a whole.
(b) Section 5.14(bSchedule 4.22(b) sets forth the five (5) largest suppliers of the Parent Disclosure Schedule contains a complete and accurate list, by percentage Company or any of total purchases by the Parent Group its Subsidiaries for each of the fiscal year years ended December August 31, 2020 and the nine 2005 (9)-month period ended September 30, 2021, of the twenty (20) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures"Company Material Suppliers"). Since January 1, 2021, except Except as set forth in Section 5.14(bSchedule 4.22(b), (i) all Company Material Suppliers are currently suppliers of the Parent Disclosure ScheduleCompany or its Subsidiaries, there has not been any termination, cancellation or material change in as the business relationshipcase may be, and there none of such Company Material Suppliers has been no material dispute between any of reduced materially its business with the Parent Group Company or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are beingSubsidiaries, as applicablethe case may be, distributed or sold in conformity in all material respects with all applicable contractual commitmentsfrom the levels achieved during the year ended August 31, all relevant product specifications and standards, all express and implied warranties and all applicable Laws2005, and, since January 1, 2021, none of Parent Group have received any written or, to the Knowledge of Parentthe Representing Sellers, oral notice no such reduction will occur; (ii) no Company Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, as the case may be, or has threatened to do so; (iii) neither the Company nor any allegation that of its Subsidiaries is involved in any such material claim, dispute or product controversy with any Company Material Supplier; and (iv) neither the Company nor any of its Subsidiaries is defective involved in any claim, dispute or not in conformity in all material respects controversy with applicable contractual commitmentsany of its other suppliers that, applicable material individually or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessaggregate could reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.
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Customers and Suppliers. (a) Section 5.14(a3.22(a) of the Parent Disclosure Schedule contains sets forth a true, complete and accurate list, by percentage of total sales by the Parent Group for each correct list of the fiscal year ended Material Customers, and sets forth opposite the name of each Material Customer the dollar value of aggregate customer spending on products or services of the Business from (i) December 31, 2020 and the nine (9)-month period ended September 302022 through December 31, 2021, of the twenty (20) largest customers of the Parent Group measured by revenue received (each a “Parent Significant Customer”). Since January 1, 2021, except as set forth in Section 5.14(a) of the Parent Disclosure Schedule, there has not been any termination, cancellation or material change in the business relationship2023, and there (ii) December 31, 2023 through August 31, 2024. In the last twelve (12) months, no Material Customer has been no materially reduced, cancelled or otherwise terminated or, to the knowledge of Seller, threatened to materially reduce, cancel or terminate, its business or relationship with any Group Company or, with respect to the Business, any Seller Group Entity. No Group Company nor, with respect to the Business, any Seller Group Entity is, nor since the Lookback Date has been, engaged in any material dispute between or controversy with any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Material Customer, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Customer intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of purchases from the Parent Group.
(b) Section 5.14(b3.22(b) of the Parent Disclosure Schedule contains sets forth a complete and accurate list, by percentage of total purchases by the Parent Group for each correct list of the fiscal year ended Material Suppliers, and sets forth opposite the name of each Material Supplier the dollar value of purchases of goods or services by or for the benefit of the Business with respect to (i) December 31, 2020 2022 through December 31, 2023, and (ii) December 31, 2023 through August 31, 2024 (in the nine case of this clause (9)-month period ended September 30ii), 2021, solely in respect of the twenty United States). In the last twelve (2012) largest suppliers to the Parent Group (each a “Parent Significant Supplier”) measured by aggregate expenditures. Since January 1months, 2021no Material Supplier has materially reduced, except as set forth in Section 5.14(b) of the Parent Disclosure Schedule, there has not been any termination, cancellation cancelled or material change in the business relationship, and there has been no material dispute between any of the Parent Group or any of their respective Affiliates, on the one hand, and any Parent Significant Supplier, on the other hand, and the Parent Group has not received any written, or to the Knowledge of Parent, oral notice that any Parent Significant Supplier intends to adversely change its terms, cease or materially alter its business relationship with the Parent Group or reduce its rate or amount of sales to the Parent Group.
(c) All materials and products that are currently being, or have been, distributed or sold by the Parent Group, in each case, have been and are being, as applicable, distributed or sold in conformity in all material respects with all applicable contractual commitments, all relevant product specifications and standards, all express and implied warranties and all applicable Laws, and, since January 1, 2021, none of Parent Group have received any written otherwise terminated or, to the Knowledge knowledge of ParentSeller, oral notice of threatened to materially reduce, cancel or terminate, its business or relationship with any allegation that Group Company or, with respect to the Business, any such Seller Group Entity. No Group Company nor, with respect to the Business, any Seller Group Entity is, nor since the Lookback Date has been, engaged in any material dispute or product is defective or not in conformity in all material respects controversy with applicable contractual commitments, applicable material or product specifications and standards, applicable express or implied warranties or applicable Law, except for notices received from customers in the ordinary course of businessany Material Supplier.
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