Distributors and Customers. To the Seller's best knowledge, it enjoys good working relationships under all of its distributor, sales representative, and similar agreements necessary to the normal operation of Company's Business. Except as set forth on DISCLOSURE SCHEDULE 2.17, the Seller has no knowledge or basis for knowledge that any customer or group of related customers (i.e., any customers who are directly or indirectly through one or more intermediaries under common control), who, for the fiscal year ended 2004 and during each of the two preceding fiscal years accounted for more than 10% in aggregate volume of gross sales of the Company, has terminated or expects to terminate a material portion of its normal business with the Company.
Distributors and Customers. Section 5.18 of the Disclosure Schedule sets forth (i) the names and addresses of all executive level and above distributors and all customers of Big Planet that ordered goods and services from Big Planet with an aggregate value for each such distributor and customer of $5,000 or more during the last twelve (12) months and (ii) the amount for which each such customer was invoiced during such period. Big Planet has not received any notice or has no reason to believe that any significant distributor or customer of Big Planet (A) has ceased, or will cease, to use the products, goods, or services of Big Planet, (B) has substantially reduced or will substantially reduce the purchase of products, goods, or services of Big Planet, or (C) has sought, or is seeking, to reduce the price it will pay for products, goods, or services of Big Planet, including in each case after the consummation of the transactions contemplated hereby. To the Knowledge of Big Planet, no executive level or above distributor of Big Planet has threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. Big Planet has no arrangements or agreements with any of its distributors that are not offered to all of its distributors generally.
Distributors and Customers. To the best of Seller’s present knowledge and without investigation, it enjoys good working relationships under all of its distributor, sales representative, and similar contracts necessary to the normal operation of its business. Except for ARM AeroSpace, with whom Seller terminated work in April, 2008, the Seller has no knowledge or basis for knowledge that any customer or group of related customers (i.e., any customers who are directly or indirectly through one or more intermediaries under common control), who, for the fiscal year ended 2008 accounted for more than $5,000 in aggregate volume of gross sales of the Seller, has terminated or expects to terminate a material portion of its normal business with the Seller. Seller’s working relationships with all of its distributors, sales representatives, and customers are to a large extent personal to Seller or the Forsbergs, and no guarantees can be made by Seller or Forsbergs that Purchaser will enjoy the same relations.
Distributors and Customers. 22 5.19 Suppliers; Vendors; Raw Materials...............................23 5.20 Notes and Accounts Receivable...................................23 5.21
Distributors and Customers. Corning represents and warrants to Buyer that, except (i) as set forth on Schedule 7.21 or any of the other Schedules hereto, (ii) changes resulting from or relating to such changes as have affected and/or may affect the economy or the sunglass industry generally and/or (iii) such changes as may result from (A) the failure of the Serengeti Business to realize the Forecasts and/or (B) the financial performance of the Serengeti Business after September 30, 1996 (as to each of which and all related matters involving the Forecasts and/or financial performance Corning makes no representation or warranty in this Agreement, except as expressly set forth in Section 7.14(b)), since September 30, 1996, there has not occurred a material adverse change in the business relationships of Corning with the twenty-five largest (determined in terms of sales volume for the nine months ended September 30, 1996) distributors or customers of the Serengeti Business which has had a material adverse effect on the Serengeti Business taken as a whole; provided, however, that the foregoing shall not apply to any change resulting from any direct dealings or actions by or on behalf of Buyer with any such distributor or customer or any reduction in sales with any such customers or distributors not attributable to (i) a termination or threatened termination of one or more such business relationships or (ii) a breach of this Agreement by Corning.
Distributors and Customers. Schedule 6.11 hereto set forth a list of each distributor through which Sellers currently distribute the Commercial Logic Products and each purchaser of Commercial Logic Products outside of distribution during the twelve months ending October 2, 1998, showing the approximate total sales (expressed in dollars), by device and by quarter, of Commercial Logic Products to each such distributor and customer during the twelve months ending October 2, 1998. Sellers have provided to Purchaser (i) the pricing arrangements and other material terms related to Commercial Logic Products under existing volume purchase agreements to which Xxxxxx is a party and (ii) the current distributor policies of Xxxxxx covering the Commercial Logic Products with each current distributor of such products.
Distributors and Customers. 41 4.23 Accounts Receivable; Escheat Property..........42 4.24 Inventory......................................42 4.25 Safe Deposit Boxes and Bank Accounts...........
Distributors and Customers. SCHEDULE 4.22 hereto sets forth a list of the top ten customers based on net sales of the Business for the fiscal year ended January 31, 1999. Except as set forth on SCHEDULE 4.22 hereto, to the knowledge of the Company, (i) the Company enjoys good working relationships under all of its distributor, sales representative and similar agreements necessary to the normal operation of the Business, and (ii) since January 31, 1999, no customer has notified the Company in writing that it will reduce or intends to reduce its purchases of the Group's 2000 edition products by $1,000,000 or more as compared with its purchases of the Group's 1999 edition products.
Distributors and Customers. Schedule 3.15 is a true and complete list of all distributors and customers for each calendar year beginning January 1, 1999 which purchased in any year $30,000 or more worth of Products directly from any of the Sellers and sets forth for each distributor and customer a description of the amounts, unit prices and total sales by Product for each year during such period. Except as set forth in Schedule 3.15, since January 1, 1999, the Seller has not received any written complaint from any distributor or customer (not limited to those listed in Schedule 3.15) regarding any of the Products or any services performed by any of the Sellers, nor has it had any Products returned by a distributor, customer or subsequent purchaser thereof or been the subject of a product liability claim.
Distributors and Customers. To the Seller’s best knowledge, it enjoys good working relationships under all of its distributor, sales representative, and similar agreements necessary to the normal operation of the business of the Transferred Assets. The Seller has no knowledge or basis for knowledge that any customer or group of related customers (i.e., any customers who are directly or indirectly through one or more intermediaries under common control) of IQS or any distribution partner of IQS, who accounted for more than $10,000 in aggregate volume of gross sales of or payments to the Seller, has terminated or expects to terminate a material portion of its normal business with the Seller.
