Disputes with Customers or Suppliers Sample Clauses

Disputes with Customers or Suppliers. Article 8.6 notwithstanding, in the case of any Asserted Liability by any present or former supplier or customer of either LIG or Phoenix in connection with which LIG may make a claim against Phoenix for indemnification pursuant to Article 8.2, LIG shall give a Claims Notice with respect thereto but, unless LIG and Phoenix otherwise agree, LIG shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of LIG to consult with Phoenix and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by LIG (other than compromises or settlements at LIG's expense and for its account) without the prior consent of Phoenix, which consent shall not be unreasonably withheld.
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Disputes with Customers or Suppliers. Anything in Section 9.03(b) to the contrary notwithstanding, in the case of any Asserted Liability by any supplier, distributor, sales agent or customer of the Company with respect to the business conducted by the Company prior to the Closing in connection with which GRS may make a claim against the Stockholders for indemnification pursuant to Section 9.01, GRS shall give a Claims Notice with respect thereto but, unless GRS and the Indemnifying Party otherwise agree, the Stockholders shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of the Stockholders to consult with GRS and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by the Stockholders without the prior consent of GRS, which consent shall not be unreasonably withheld. GRS shall have the right to recommend in good faith to the Stockholders proposals to compromise or settle claims brought by a supplier, distributor or customer, and the Stockholders agree to present such proposed compromises or settlements to such supplier, distributor or customer. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by GRS, shall be borne and paid by the Stockholders. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of Sellers in connection with which Purchaser makes a claim for indemnification hereunder, Purchaser shall give a claims notice with respect thereto and shall have the exclusive right, at Purchaser's option, to defend any such matter, at Sellers' expense.
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Disputes with Customers or Suppliers. Anything in Section 10.5.2 to the contrary notwithstanding, in the case of any Asserted Liability by any customer or supplier of Starcom with respect to the business conducted by Starcom prior to the Closing Date in connection with which IndeNet may make a claim against the Stockholders for indemnification pursuant to Section 10.1, IndeNet shall give a Claims Notice with respect thereto, but, unless IndeNet and the Indemnifying Party otherwise agree, IndeNet shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of IndeNet to consult with the Indemnifying Party and its attorneys in connection with such defense or any settlement decision. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any compromise or settlement of such Asserted Liability, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of Seller in connection with which the Partnership or Xxxxx makes a claim for indemnification hereunder, the Partnership or Xxxxx shall give a claims notice with respect thereto and shall have the exclusive right, at its option, to defend any such matter at Seller's expense; provided, however, no settlement or compromise for which Seller is liable shall be made without its prior written consent.
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Disputes with Customers or Suppliers. Notwithstanding any other provision to the contrary, in the case of any Asserted Liability by any supplier or customer of the Maryland Company or the Texas Company in connection with which the Maryland Company or the Texas Company makes a claim for indemnification hereunder, the Maryland Company or the Texas Company shall give a claims notice with respect thereto but, unless the Maryland Company or the Texas Company and the Indemnifying party otherwise agree in writing, the Maryland Company or the Texas Company shall have the exclusive right, at the Maryland Company or the Texas Company 's option, to defend any such matter at Maryland Company or the Texas Company's expense; provided, however, that no settlement or compromise for which the Maryland Company or the Texas Company is liable shall be made without its prior written consent; provided, further, however, that if the Maryland Company or the Texas Company refuses or fails within a reasonable time to give such consent, Maryland Company or the Texas Company's defense shall be at the other party's expense.
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Disputes with Customers or Suppliers. Anything in Section 6.5 to the contrary notwithstanding, in the case of any Asserted Liability by any Customer of the Business, Buyer shall have the exclusive right, at its option, to defend such Asserted Liability with counsel of Buyer’s choice, subject to the duty of Buyer to consult with the Indemnifying Party in connection with such defense and provided that no such Asserted Liability shall be compromised or settled by Buyer without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld. All Losses incurred in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement shall be borne and paid by the Indemnifying Party.
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Disputes with Customers or Suppliers. Anything in Section 5.07 to the contrary notwithstanding, in the case of any Asserted Liability by any present supplier or customer of the Company in connection with which Purchaser may make a claim against the Company or the Shareholders for indemnification pursuant to Section 5.02, Purchaser shall give a Claims Notice with respect thereto but, unless Purchaser and the Indemnifying Party otherwise agree, Purchaser shall have the exclusive right at its option to defend, at its own expense, any such matter, subject to the duty of Purchaser to consult with the Indemnifying Party and its attorneys in connection with such defense and provided that no such matter shall be compromised or settled by Purchaser (other than compromises or settlements at Purchaser's expense and 32 33 for its account) without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. All Losses incurred (other than Purchaser's expenses) in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and all amounts required to be paid in connection with any such compromise or settlement consented to by the Indemnifying Party, shall be borne and paid by the Indemnifying Party.
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Related to Disputes with Customers or Suppliers

  • No Relationships with Customers and Suppliers No relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein and which is not so described.

  • Contact with Customers and Suppliers Until the Closing Date, the Buyer shall not, and shall cause its Affiliates and direct its other Representatives not to, contact or communicate with the employees, customers, suppliers, distributors or licensors of the Acquired Entities, or any other Persons having a business relationship with the Acquired Entities, concerning the transactions contemplated hereby or any of the foregoing relationships without the prior written consent of the Seller.

  • Top Customers and Suppliers The Company has disclosed to the Purchaser the key customers of the Company (the “Top Customers”) and the key suppliers of goods or services to the Company (the “Top Suppliers”). The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with the Company, (ii) no Top Supplier or Top Customer has during the last twelve months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with the Company or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, (iv) the Company has not since the Company Incorporation Date been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement will not affect the relationship of the Company with any Top Supplier or Top Customer.

  • Non-Interference with Customers During the Period of Employment and for a period of twelve (12) months after the Severance Date, the Executive will not, directly or indirectly through any other Person, use any of the Company’s trade secrets to influence or attempt to influence customers, vendors, suppliers, licensors, lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Affiliate of the Company to divert their business away from the Company or such Affiliate, and the Executive will not otherwise use the Company’s trade secrets to interfere with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Affiliate of the Company, on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers, employees, consultants, managers, partners, members or investors, on the other hand.

  • Restriction on Relationships with Protected Customers Executive understands and agrees that the relationship between the Company and each of its Protected Customers constitutes a valuable asset of the Company and may not be converted to Executive’s own use. Accordingly, Executive hereby agrees that, during the Restricted Period and in the Restricted Territory, Executive shall not, without the prior written consent of the Company, directly or indirectly, on Executive’s own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition of this covenant shall apply only to Protected Customers with whom Executive had Material Contact on the Company’s behalf during the twelve (12) months immediately preceding the Date of Termination; and, provided further, that the prohibition of this covenant shall not apply to the conduct of general advertising activities. For purposes of this Agreement, Executive had “Material Contact” with a Protected Customer if (a) he had business dealings with the Protected Customer on the Company’s behalf; (b) he was responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) he obtained Trade Secrets or Confidential Information about the customer as a result of his association with the Company.

  • RELATIONSHIPS WITH RELATED PERSONS Neither Seller, Acquired Company or any Related Person of each Seller or of either Acquired Company has, or since the first day of the next to last completed fiscal year of any Acquired Company has had, any interest in any property (whether real, personal, or mixed and whether tangible or intangible), used in or pertaining to any Acquired Company’s business. Neither Seller, Acquired Company or any Related Person of each Seller or of any Acquired Company is, or since the first day of the next to last completed fiscal year of any Acquired Company has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, a Person that has (i) had business dealings or a material financial interest in any transaction with any Acquired Company other than business dealings or transactions conducted in the Ordinary Course of Business with any Acquired Company at substantially prevailing market prices and on substantially prevailing market terms, or (ii) engaged in competition with any Acquired Company with respect to any line of the products or services of any Acquired Company (a “Competing Business”) in any market presently served by any Acquired Company except for less than one percent of the outstanding capital stock of any Competing Business that is publicly traded on any recognized exchange or in the over-the-counter market. Neither Seller or any Related Person of each Seller or of any Acquired Company is a party to any Contract with, or has any claim or right against, any Acquired Company.

  • Business With Cuba The Company has complied with all provisions of Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida) relating to doing business with the Government of Cuba or with any person or affiliate located in Cuba.

  • Major Customers and Suppliers 3.18.(a) Major Customers. Schedule 3.18.(a) contains a list of the twenty (20) largest customers of Company for each of the two (2) most recent fiscal years (determined on the basis of the total dollar amount of net sales) showing the total dollar amount of net sales to each such customer during each such year. Neither Company nor any Shareholder has any knowledge or information of any facts indicating, nor any other reason to believe, that any of the customers listed on Schedule 3.18.(a) will not continue to be customers of the business of Company after the Closing at substantially the same level of purchases as heretofore.

  • Customers and Suppliers Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.

  • Significant Customers and Suppliers No customer or supplier which was significant to the Company during the period covered by the Financial Statements or which has been significant to the Company thereafter, has terminated or breached, materially reduced or threatened to terminate, breach or materially reduce its purchases from or provision of products or services to the Company, as the case may be.

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