Customers, Prospects and Suppliers. Each of the fifteen (15) largest customers of Seller (measured by the total amount paid during the nine (9) months ended September 30, 2006 by such customers to Seller for its services and grouping as one customer multiple franchisees of a single franchisor with which Seller has contracted) (the “Fifteen Largest Customers”) has signed a Contract and is listed on Schedule 4.17. Seller has previously delivered to Buyer a list of Seller’s prospects and proposals with respect to its Business. Schedule 4.17 lists such prospects to which Seller has made a proposal that, if accepted, would reasonably be expected to cause such prospect to become one of Seller’s fifteen (15) largest customers during the first twelve (12) months of the resulting agreement. All of the proposals made to the prospects listed on Schedule 4.17 are still pending and have not been rejected. Except as set forth on Schedule 4.17, none of the Fifteen Largest Customers has given notice or otherwise indicated to Seller that it will or intends to terminate or not renew any Significant Contract before the scheduled expiration date or otherwise terminate its relationship with Seller and since December 31, 2005, there has not been any material adverse change in the business relationship of Seller with any of the Fifteen Largest Customers. To Seller’s Knowledge, the transactions contemplated by this Agreement will not have a Material Adverse Effect on Buyer’s relations with any of the Fifteen Largest Customers. There has not been any Material Adverse Effect since December 31, 2005 in the business relationship of Seller with any supplier from whom Seller purchased more that five percent (5%) of the goods and services which it purchased during the same period.
Customers, Prospects and Suppliers. Except as set forth on Schedule 4.15, the top fifteen (15) customers of the Division's business have signed a Contract and are listed in the list of customers included as part of Schedule 4.12. Schedule 4.15 is a complete list of all current prospects and the top five (5) suppliers of the Division's business. Except as set forth on Schedule 4.15, since June 1, 1997, none of the customers (largest ten (10) by revenue to the Division) or suppliers of the Division's business has given notice or otherwise indicated to Seller that it will or intends to terminate or not renew its Contract or business relationship with Seller before the scheduled expiration date or otherwise terminate its relationship with Seller. To Seller's knowledge, there exists no material matter which could jeopardize the relationship of Seller with customers and suppliers of the Division's business. Except as set forth on Schedule 4.15, to the Seller's knowledge, without any obligation to investigate or inquire, the transactions contemplated by this Agreement will not adversely affect relations with any of the customers or suppliers of the Division's business.
Customers, Prospects and Suppliers. All customers of Seller have signed a Contract and are listed in the list of customers included as part of Schedule 4.13. Schedule 4.16 is a complete list of all current prospects and suppliers of Seller. Except as set forth on Schedule 4.16, since January 1, 1994, none of Seller's current customers or suppliers has given notice or otherwise indicated to Seller that it will or intends to terminate or not renew its Contract with Seller before the scheduled expiration date or otherwise terminate its relationship with Seller. The relationship of Seller with each of its current customers is currently on a good and normal basis and Seller has not experienced any problems with current customers or current suppliers since January 1, 1994. None of the Selling Companies has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with any of Seller's customers or suppliers. The representations and warranties set forth in this Section 4.16 apply only to Seller's Business and not to Maximis.
Customers, Prospects and Suppliers. Each of the current customers of Seller (the “Customers”) has signed a Contract and are listed on Schedule 4.17. Seller has previously delivered to Buyer a list of Seller’s prospects and proposals with respect to the Business. All of the proposals made to the prospects listed on Schedule 4.17 are still pending and have not been rejected. Except as set forth on Schedule 4.17, none of the Customers has given notice or otherwise indicated to Seller that it will or intends to terminate or not renew its Contract or relationship with Seller before the scheduled expiration date or otherwise terminate its relationship with Seller. The relationship of Seller with its customers and suppliers are currently on a good and normal basis. Seller has not received notice of any termination of any Contract or relationship with any of the Customers, and no such termination of any Contract or relationship has been threatened. To Seller’s Knowledge, the transactions contemplated by this Agreement will not materially adversely affect Buyer’s relations with any of the Customers.
Customers, Prospects and Suppliers. Schedule 4.18 contains an accurate and complete list of all current customers, prospects and suppliers of each of the Acquired Companies. Except as set forth on Schedule 4.18, since January 1, 2007, to the Knowledge of Company, none of the customers or suppliers of any Acquired Company has given notice or otherwise indicated to any Acquired Company that (i) it will or intends to terminate or not renew its Contract with the Acquired Companies before the scheduled expiration date, (ii) it will or intends to otherwise terminate its relationship with the Acquired Companies, or (iii) it will or intends to otherwise reduce the volume of business transacted with the Acquired Companies below historical levels. Except as set forth on Schedule 4.18, no customer of any Acquired Company listed on Schedule 4.18 has indicated an intention to terminate or has terminated its Contract with the applicable Acquired Company.
Customers, Prospects and Suppliers. All customers of the Company and its Subsidiary have signed a Contract and are listed in the list of customers included on PART 3.24 of the Disclosure Schedule (as of the date listed therein). Except for matters resulting from the discontinuance of the NPA Business, to the knowledge of BSI, the transactions contemplated by this Agreement will not adversely affect relations with any of the Top PDS and OAS Customers.
Customers, Prospects and Suppliers. All customers of MACESS have signed a Contract and are listed in the list of customers included as part of Schedule 3.14. Schedule 3.17 is a complete list of all current active prospects and material suppliers of MACESS. Except as set forth on Schedule 3.17, since January 1, 1992, none of MACESS' customers or suppliers has given notice or otherwise indicated to MACESS that it will or intends to terminate or not renew its Contract with MACESS before the scheduled expiration date or otherwise terminate its relationship with MACESS. The relationship of MACESS with its customers are currently on a good and normal basis and MACESS has not experienced any material problems with customers or suppliers since January 1, 1992. Neither MACESS nor any of the Principals has any knowledge or belief that the transactions contemplated by this Agreement will adversely affect relations with any of MACESS' customers or suppliers. MACESS has delivered to SunGard and Newco an accurate and complete copy of MACESS' most recent customer surveys.
Customers, Prospects and Suppliers. Each customer of the Pixel Companies and the Shareholder is listed in the list of customers included as part of Schedule 3.19. Schedule 3.19 contains an accurate and complete list of all current suppliers of each of the Pixel Companies and the Shareholder. Except as set forth on Schedule 3.19, since January 1, 1998, none of the customers or suppliers of any of the Pixel Companies or the Shareholder has given notice to such company that (i) it will or intends to terminate or not renew its Contract with such company before the scheduled expiration date, (ii) it will otherwise terminate its relationship with such company, or (iii) it may otherwise reduce the volume of business transacted with such company below historical levels. The relationship of each of the Pixel Companies and the Shareholder with their respective customers is currently on a good and normal basis, and neither the Shareholder nor any of the Pixel Companies has experienced any problems with material customers or suppliers since January 1, 1998. To the knowledge of Company, the Shareholder and the Seller, the transactions contemplated hereby will not adversely affect the Pixel Companies' or the Shareholders' relations with any of the customers or suppliers of any thereof.
Customers, Prospects and Suppliers. The twenty largest customers (by volume of business) of the Acquired Companies are listed as part of Schedule 3.18. Except as set forth on Schedule 3.18, since January 1, 2000, none of these twenty largest customers or any material suppliers of the Acquired Companies has given notice or otherwise indicated to such company that it will or intends to terminate or not renew its Contract with such company before the scheduled expiration date or otherwise terminate its relationship with such company. To the knowledge of KeyCom, the relationship of each of the Acquired Companies with such twenty largest customers and any material supplier is currently on a good and normal basis. To the knowledge of KeyCom, the Transactions will not adversely affect relations with any of such twenty largest customers or any material supplier of any of the Acquired Companies. KeyCom has made available to Emergent and Newco an accurate and complete copy of the most recent customer surveys, if any, of each of the Acquired Companies.
Customers, Prospects and Suppliers. Each material customer of the Acquired Companies is listed in the list of customers included as part of Schedule 3.15. Schedule 3.18 is a complete list of all current material prospects and suppliers of each of the Acquired Companies. Except as set forth on Schedule 3.18, since January 1, 1998, none of the customers or suppliers of any of the Acquired Companies has given notice or otherwise indicated to such company that it will or intends to terminate or not renew its Contract with such company before the scheduled expiration date or otherwise terminate its relationship with such company. Except as set forth on Schedule 3.18, the relationship of each of the Acquired Companies with their respective customers is currently on a good and normal basis. For the purposes of this Section 3.18 only, the term "material" as used with respect to the customers and suppliers of each of the Acquired Companies refers to those customers and suppliers whose business with the Acquired Companies involves an amount or commitment exceeding $50,000 per year in any single case and $250,000 per year in the aggregate. To the Company's knowledge, the Transactions will not adversely affect relations with any of the customers or suppliers of any of the Acquired Companies. The Company has delivered to Acquiror and Newco an accurate and complete copy of the most recent customer surveys of each of the Acquired Companies.
