Customers; Vendors Clause Samples

Customers; Vendors. If Customer hires, employs or engages any third party contractors, processor, a Third Party Service Provider, and/or agents (a “Vendor”) in connection with any Service, such Vendor will be considered Customer’s agent for purposes of the services. Customer shall notify Bank of the name of any Vendor to whom it delegates its duties or responsibilities under this Agreement before that Vendor initiates any transactions or performs an obligation authorized or required under this Agreement. Customer agrees that it shall be solely responsible for ensuring its Vendor complies with Customer’s obligations under this Agreement (including the Security Procedures). Customer is bound by all acts and omissions of such Vendor. Customer confirms that it grants authority to those Vendors, whether or not so identified in accordance with this Section, to legally bind Customer with respect to its use of the Services. Customer is liable for (i) Vendor’s actual failure to comply with any of Customer’s obligations under this Agreement, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of Vendor’s failure to perform, delay or error in performing services on Customer’s behalf. Vendor shall not have any claim against Bank for any Services provided on behalf of Customer. Notwithstanding the foregoing, Customer understands and agrees that Bank may refuse in its sole good faith discretion to accept any Instructions from such Vendor for any reason, but in no event shall Customer or Vendor have a cause of action, legal or equitable, against Bank for such refusal and Customer shall hold Bank harmless for such refusal. Customer shall provide information, including financial information or information demonstrating the security procedures used by Customer or such Vendor or either such party’s compliance with Applicable Laws, which Bank may, in its sole discretion, require from time to time regarding Customer or any Vendor that Customer hires, employs, or retains in any manner, to initiate transactions or assume any of Customer’s duties under this Agreement. Customer understands and agrees that because of the risks involved in certain Services that Customer may utilize, Bank may refuse, in its sole discretion, to provide such Services to Customer if Customer or Vendor retained by Customer does not meet Bank’s qualification criteria. Neither Customer nor any ot...

Customers; Vendors. (a) Section 3.21(a) of the Company Disclosure Letter sets forth a list of the Top Company Customers. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Top Company Customer that such Top Company Customer shall not continue as a customer of the Company and its Subsidiaries or that such Top Company Customer intends to terminate, not renew or materially amend existing Contracts with the Company or any of its Subsidiaries or otherwise materially modify its business relationship with the Company and its Subsidiaries, except as would not be material and adverse to the Company and its Subsidiaries, taken as a whole. (b) Section 3.21(b) of the Company Disclosure Letter sets forth a list of the Top Company Vendors. As of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Top Company Vendor that such Top Company Vendor shall not continue as a supplier, vendor, or third-party service provider to the Company and its Subsidiaries or that such Top Company Vendor intends to terminate, not renew, or materially amend existing Contracts with the Company or any of its Subsidiaries or otherwise materially modify its business relationship with the Company and its Subsidiaries, except as would not be material and adverse to the Company and its Subsidiaries, taken as a whole.

Customers; Vendors. If Customer engages any third party Vendor to execute Orders, the Vendor is Customer’s agent and Customer is bound by all information, Orders, Entries or other instructions provided on Customer’s behalf by Vendors through the Services in compliance with the procedures required by Bank (including the Security Protocol). Customer confirms that Customer grants authority to Vendors to legally bind Customer with respect to their use of the Services. Customer is liable for (i) the Vendor's actual failure to comply with any of Customer’s obligations under the Agreement and the Service Documentation relating to the Service, (ii) all fees, costs and expenses owed to each Vendor for its services on Customer’s behalf, and (iii) any claims, damages, costs and expenses incurred by Customer or Bank as a result of any Vendor's failure to perform, or delay or error in performing its services on Customer’s behalf. Customer will indemnify Bank and hold Bank harmless from and against any and all liabilities, losses, claims, costs, expenses and damages of any nature (including, but not limited to, reasonable attorneys’ fees and any fees and expenses incurred in enforcing the Agreement) in any way relating to any action or inaction of a Vendor, unless such loss is attributable to Bank’s gross negligence or willful misconduct. In the event Customer terminates its relationship with a Vendor, it is Customer’s sole responsibility to terminate such Vendor’s access to the Services. Customer authorizes Bank to disclose to any third party Vendor information concerning Customer to the extent required to deliver the requested Service.

Customers; Vendors. (a) Schedule 3.22 sets forth a list of the ten largest customers of the Company in terms of revenues during the twelve months ended July 31, 2010 (each such customer, a “Key Customer”). Except as set forth on Schedule 3.22, as of the date hereof, to Sellers’ Knowledge, there has not been any materially adverse change in the Company’s business relationships with any Key Customer since January 1, 2009. As of the date hereof, no Key Customer has informed the Company that it intends to materially change its business relationship with respect to the Company as a result of the consummation of the transactions contemplated by this Agreement, nor, to Sellers’ Knowledge, does any Key Customer have any such intent. To Sellers’ Knowledge, as of the date hereof, no Key Customer intends to change its current or prospective business relationship with the Company in a manner that would cause the representations and warranties in this Section 3.22 to be inaccurate in any material respect, but Government Contracts may be detrimentally affected by funding limits, non-exercise of contract options and similar limitations that may or may not be related to the performance of the Company. To Seller’s Knowledge, with respect to all transactions and business relationships that have resulted in the Company’s accrual of deferred revenue for GAAP purposes as of and since December 31, 2009, (i) the costs to the Company of providing the services or products necessary to recognize such revenue will not result in the profit margin for the Company specifically relating thereto to vary materially and adversely from the historical profit margins of the Company with respect to comparable transactions and business relationships and (ii) all such deferred revenue arises from transactions and business relationships constituting bona fide transactions in the Ordinary Course of Business. (b) Schedule 3.22(b) sets forth a list of the ten largest suppliers of services, supplies, merchandise, or other goods to the Company in terms of expenses during the twelve months ended July 31, 2010 (each such supplier, a “Key Vendor”). To Sellers’ Knowledge, as of the date hereof, there has not been any materially adverse change in the Company’s business relationships with any Key Vendors since January 1, 2009. As of the date hereof, no Key Vendor has informed the Company that it intends to materially change its business relationship with respect to the Company as a result of the consummation of the transaction...

Customers; Vendors. (a) Section 4.29(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) customers of the Enterprise Apps Business (based on revenue) during the trailing twelve months for the period ending December 31, 2021 (the “Top Customers”). (b) Except as set forth on Section 4.29(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of Inpixon, the Company or any of the Company Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Business Entities (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or has threatened in writing a material dispute against any of the Business Entities or their respective businesses. (c) Section 4.29(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top fifteen (15) vendors of the Enterprise Apps Business (based on revenue) during the trailing twelve months for the period ending December 31, 2021 (the “Top Vendors”). (d) Except as set forth on Section 4.29(d) of the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, informed in writing any of the Business Entities that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Business Entities (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers or Top Vendors is, as of the date of this Agreement, otherwise involved in or has threatened in writing a material dispute against the Business Entities or their respective businesses.

Customers; Vendors. Set forth on Schedule 2.9 is a list of the top customers by dollar volume for the years ended December 31, 2022, and December 31, 2023 (collectively, the “Key Customers”). Set forth on Schedule 2.9 is a list of the vendors or suppliers that, by dollar volume, accounted for not less than eighty percent (80%) of the Business’s expenses or costs for the years ended December 31, 2022 and December 31, 2023 (collectively, the “Key Vendors”).

Customers; Vendors. To the extent that the delivery of HRIS Services requires Customer third party vendors to send and/or to receive data from and to NEOGOV, Customer shall at its own expense cause its third-party vendors to send and/or to receive data from and to NEOGOV and represents and warrants that such third-party vendors shall do so in compliance with applicable Law. Customer shall reimburse NEOGOV for any costs NEOGOV is required to bear in connection with or arising out of any such transmissions of data from and/or to such third-party vendors including any costs associated with any failure by Customer third party vendors to comply with applicable laws.

Customers; Vendors. (a) Schedule 3.23(a) sets forth the Material Customers and the amounts for which each of the Companies invoiced such Material Customers during the year ended March 31, 2013, and the six (6) month period ended September 30, 2013. Except as set forth in Schedule 3.23(a), (i) since March 31, 2013, no Material Customer has terminated its relationship with, or materially decreased the rates it pays to, either Company or, to Seller’s Knowledge, threatened to do so; (ii) since March 31, 2013, no Material Customer has modified or, to Seller’s Knowledge, indicated that it intends to modify, its relationship with the Companies in a manner which is less favorable in any material respect to such Company and (iii) no Company is involved in any material written claim or dispute with any Material Customer that has been evidenced by a writing to, from or on behalf of any such Material Customer. (b) Schedule 3.23(b) sets forth the Material Vendors and the amounts for which each of the Companies were invoiced by such Material Vendors during the year ended March 31, 2013, and the six (6) month period ended September 30, 2013. Except as set forth in Schedule 3.23(b), (i) since March 31, 2013, no Material Vendor has terminated its relationship with, or materially increased the rates either Company pays to it, or, to Seller’s Knowledge, threatened to do so; (ii) since March 31, 2013, no Material Vendor has modified or, to Seller’s Knowledge, indicated that it intends to modify, its relationship with the Companies in a manner which is less favorable in any material respect to the Companies; and (iii) no Company is involved in any material written claim or dispute with any Material Vendor that has been evidenced by a writing to, from or on behalf of any such Material Vendor.

Customers; Vendors. Schedule 5.19 sets forth a list of the ten (10) largest customers and vendors of Seller by volume of business with Seller for the year ended December 31, 2001. To the Selling Group's Knowledge, the relationships with each such customer and vendor are commercially sound and there has not been any adverse change or development in the business relationship with any such customer or vendor.