Common use of Customers; Suppliers Clause in Contracts

Customers; Suppliers. (a) Since December 31, 2012, other than in the Ordinary Course of Business, no Material Customer has (i) canceled or terminated any Contract with the Company or the Company Subsidiary, (ii) materially decreased the amount of services, supplies or materials it is willing to accept from the Company or the Company Subsidiary, (iii) materially decreased the price such Material Customer pays for services, supplies or materials provided by the Company or the Company Subsidiary or changed payment terms or (iv) provided the Company or the Company Subsidiary written notice of any plan or intention, or to the Knowledge of the Sellers, has threatened to terminate or cancel its Contract, materially decrease the amount of Company services, supplies or materials it is willing to accept or materially decrease the price such Material Customer pays for services, supplies or materials of the Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Customers are on an arms’-length basis, and none of the Material Customers is an Affiliate of or Related Party to the Company, any of the Sellers or owners of the Sellers. (b) Since December 31, 2012, other than in the Ordinary Course of Business, no Material Supplier has (i) canceled or terminated any Contract with Company or the Company Subsidiary, (ii) materially decreased the amount of services, supplies or materials it is willing to provide to Company or the Company Subsidiary, (iii) materially increased the price of services, supplies or materials provided to Company or the Company Subsidiary or changed payment terms or (iv) provided the Company or the Company Subsidiary written notice of any plan or intention, or to the Knowledge of the Company, has threatened to terminate or cancel its Contract, materially decrease its services, supplies or materials to Company or the Company Subsidiary or materially increase the price of its services, supplies or materials to Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Suppliers are on an arms’-length basis, and none of the Material Suppliers is an Affiliate of or Related Party to the Company or the Company Subsidiary, any of the Sellers or owners of the Sellers.

Customers; Suppliers. (a) Schedule 3.21 attached hereto sets forth, with respect to (i) the previous fiscal year of Company and (ii) the last four fiscal quarters of Company, a list of (a) the ten (10) largest customers of Company (based on dollar amounts purchased from Company) for each such period and the dollar amount derived from each of them during each such period (“Key Customers”), and (b) the ten (10) largest suppliers of Company (based on dollar amounts purchased by Company) for each such period and the dollar amount paid to each of them during each such period (“Key Suppliers”). As of the date of this Agreement, Company has no reason to believe that any of the Key Customers or Key Suppliers has plans to, nor has it received any notice or indication (whether written or oral) of the intention of any of the Key Customers or Key Suppliers to, cease doing business or reduce in any material respect the business transacted with Company. As of the Closing Date, Key Customers and Key Suppliers will not have ceased doing business or reduced in any material respect the business transacted by them with Company, nor will Key Customers and Key Suppliers have given Company notice of their plans or intentions to cease doing business or to reduce in any material respect the business transacted with Company, except as has not had, and would not be reasonably expected to have, a Material Adverse Effect. Since December 31, 20122011 through the date hereof, other than there has been no material adverse change in the Ordinary Course business relationship of BusinessCompany with any Key Customer or Key Supplier. From the date hereof through Closing, there will be no material adverse change in the business relationship of Company with any Key Customer or Key Supplier, except as has not had, and would not be reasonably expected to have, a Material Customer has (i) canceled or terminated any Contract Adverse Effect. All deliveries of Company Products to all customers of Company have complied with the Company or the Company Subsidiary, (ii) materially decreased the amount of services, supplies or materials it is willing to accept from the Company or the Company Subsidiary, (iii) materially decreased the price such Material Customer pays for services, supplies or materials provided by the Company or the Company Subsidiary or changed payment terms or (iv) provided the Company or the Company Subsidiary written notice of any plan or intention, or to the Knowledge requirements of the Sellers, has threatened relevant customer with respect to terminate code dates or cancel its Contract, materially decrease the amount of Company services, supplies or materials it is willing to accept or materially decrease the price such Material Customer pays for services, supplies or materials of the Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Customers are on an arms’-length basis, and none of the Material Customers is an Affiliate of or Related Party to the Company, any of the Sellers or owners of the Sellersexpiration dates. (b) Since December 31For the past five years, 2012neither Company nor any director, officer, employee or agent of Company, nor any other than person associated with or acting for or on behalf of Company has directly or indirectly made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any person, private or public, regardless of form, whether in the Ordinary Course of Businessmoney, no Material Supplier has property or services and that is or was illegal under applicable Law (ia) canceled or terminated any Contract with Company or the Company Subsidiaryto obtain favorable treatment in securing business, (iib) materially decreased the amount of services, supplies or materials it is willing to provide to Company or the Company Subsidiary, (iii) materially increased the price of services, supplies or materials provided to Company or the Company Subsidiary or changed payment terms pay for favorable treatment for business secured or (ivc) provided the Company or the Company Subsidiary written notice of any plan or intentionto obtain special concessions, or for special concessions already obtained, with respect to the Knowledge of the Company, has threatened to terminate or cancel its Contract, materially decrease its services, supplies or materials to Company or the Company Subsidiary or materially increase the price of its services, supplies or materials to Company or the Company Subsidiary. All of the Company’s and the Company Subsidiary’s relationships with the Material Suppliers are on an arms’-length basis, and none of the Material Suppliers is an Affiliate of or Related Party to the Company or the Company Subsidiary, any of the Sellers or owners of the Sellersbusiness.