Distributors and Suppliers. Except as set forth on Section 4.13 of the Company Disclosure Schedule, since December 31, 2004 there has not been any material adverse change in the business relationship of the Company or any of its Subsidiaries with any distributor who accounted for more than 2% of the Company's sales (on a consolidated basis) during the period from January 1, 2004 to December 31, 2004, or with any supplier from whom the Company or any of its Subsidiaries purchased more than 2% of the goods or services (on a consolidated basis) which it purchased during the period from December 31, 2004 to the date of this Agreement. Except as set forth in Section 4.13 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has knowledge of any termination or intended termination by any such 2% distributor or supplier of its business relationship with the Company or any modification or intended modification of its business relationship with the Company in a manner which is adverse in any material respect to the Company, and neither the Company nor any of its Subsidiaries has knowledge of any facts which would reasonably be expected to form an adequate basis for such termination or modification.
Distributors and Suppliers. Except as set forth on Schedule 3.9, the Company is not involved in any controversy with any of the distributors, customers, or suppliers of the Company. Schedule 3.9 lists all distributors, customers and suppliers which, as of date of the Financial Statements and for the period then ended, accounted for five percent (5%) or more of (i) the Company's revenues, and (ii) purchases of products, supplies, equipment or parts used exclusively in connection with the operation of the Company.
Distributors and Suppliers. Section 3.19 of the Company Disclosure Letter sets forth a true, complete and correct list (to be identified on an anonymous basis) of the ten (10) largest distributors (each a “Material Distributor”) for and the ten (10) largest suppliers (each a “Material Supplier”) to the Company and the Company Subsidiaries for the fiscal year ended August 31, 2014 showing the total dollar number of sales to, or purchases from, as the case may be, each Material Distributor or Material Supplier during such period. Since January 1, 2014 through the date of this Agreement, (i) no Material Distributor or Material Supplier has, to the knowledge of the Company, notified the Company or any of its Subsidiaries in writing that it intends to terminate, cancel or materially curtail its business relationship with the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries is currently engaged in a dispute that is material to the Company and its Subsidiaries, taken as a whole, with a Material Distributor or Material Supplier.
Distributors and Suppliers. Except as set forth in Section 5.13 of the iPCS Disclosure Schedule, since September 30, 2004 there has not been any material adverse change in the business relationship of iPCS or any of its Subsidiaries with any distributor who accounted for more than 2% of the Company's sales (on a consolidated basis) during the period from January 1, 2004 to December 31, 2004, or with any supplier from whom iPCS or any of its Subsidiaries purchased more than 2% of the goods or services (on a consolidated basis) which it purchased during the period from September 30, 2004 to the date of this Agreement. Except as set forth in Section 5.13 of the iPCS Disclosure Schedule, neither iPCS nor any of its Subsidiaries has knowledge of any termination or intended termination by any such 2% distributor or supplier of its business relationship with iPCS or any modification or intended modification of its business relationship with iPCS in a manner which is adverse in any material respect to iPCS, and neither iPCS nor any of its Subsidiaries has knowledge of any facts which would reasonably be expected to form an adequate basis for such termination or modification.
Distributors and Suppliers. Except as set forth on Section 3.14 of the Company Disclosure Schedule, since September 30, 2003 there has not been any material adverse change in the business relationship of the Company or any of its Subsidiaries with any distributor who accounted for more than 2% of the Company's and its Subsidiaries' sales (on a consolidated basis) during the period from September 30, 2003 to September 30, 2004, or with any supplier from whom the Company or any of its Subsidiaries purchased more than 5% of the goods or services (on a consolidated basis) which it purchased during the period from September 30, 2003 to September 30, 2004. Except as set forth in Section 3.14 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has knowledge of any termination or intended termination by any such 2% distributor or 5% supplier of its business relationship with the Company or any of its Subsidiaries or any modification or intended modification of its business relationship with the Company or any of its Subsidiaries in a manner which is adverse in any material respect to the Company and its Subsidiaries taken as a whole, and neither the Company nor any of its Subsidiaries has knowledge of any facts which would reasonably be expected to form an adequate basis for such termination or modification.
Distributors and Suppliers. (a) Schedule 3.24(a) contains a true and correct list of all distributors which have purchased the Intermittent Testing Business Products (whether from the Seller or otherwise) for the period from January 1, 2003 through the date of this Agreement showing the total unit purchases by each such distributor during that period (the "Distributors"). As of the date of this Agreement, except as set forth on Schedule 3.24(a), the Seller has not received notice that any of such Distributors intends to materially decrease its level of purchases of the Intermittent Testing Business Products from that reflected on Schedule 3.24(a) before or after the Closing.
(b) Schedule 3.24(b) contains a list of all suppliers to the Intermittent Testing Business for the most recent fiscal year (the "Suppliers"). As of the date of this Agreement, the Seller has not received notice that any of such Suppliers intends to materially decrease the quantity of materials sold by such Supplier to the Seller from that reflected on the Schedule 3.24(b), before or after the Closing.
Distributors and Suppliers. Except as set forth in Schedule 4.21 of the USU Disclosure Schedule, since December 31, 2000, there has not been any material adverse change in the business relationship of USU or any of its subsidiaries with any distributor who accounted for more than 2% of USU's sales (on a consolidated basis) during the period from December 31, 2000 to September 30, 2001, or with any supplier from whom USU or any of its subsidiaries purchased more than 5% of the goods or services (on a consolidated basis) which it purchased during the period from December 31, 2000 to September 30, 2001. Except as set forth in Schedule 4.21 of the USU Disclosure Schedule, none of USU nor any of its subsidiaries has knowledge of any termination or intended termination by any such distributor or supplier of its business relationship with USU or any of its subsidiaries or any modification or intended modification of its business relationship with USU or any of its subsidiaries in a manner which is adverse in any material respect to USU, and none of USU nor any of its subsidiaries has knowledge of any facts which could reasonably be expected to form an adequate basis for such termination or modification.
Distributors and Suppliers. (a) Section 4.24(a) of the Disclosure Schedule sets forth each distributor of the Company Products or Services (each, a “Material Distributor”) from which more than 10% of the Company Group’s revenue for the most recent fiscal year was attributable.
(b) No Material Distributor has given any member of the Company Group written notice that it intends to stop or materially alter its business relationship with the Company Group (whether as a result of the consummation of the transactions contemplated by this Agreement or otherwise), or has during the past twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its distribution of Company Products or Services. To the Company’s Knowledge, (i) no Material Distributor intends to cancel or otherwise substantially modify its relationship with the Company Group or to decrease or limit materially, its distribution of Company Products or Services, and (ii) no Material Distributor has advised the Company Group in writing of any material complaint, problem or dispute with any member of the Company Group.
(c) Section 4.24(c) of the Disclosure Schedule sets forth the top ten (10) suppliers (excluding any supplier who is also a Material Distributor) of the Company Group (each, a “Material Supplier”), based on the dollar amount of expense paid by the Company Group for the most recent fiscal year.
(d) No Material Supplier has given any member of the Company Group written notice that it intends to stop or materially alter its business relationship with the Company Group (whether as a result of the consummation of the transactions contemplated by this Agreement or otherwise), or has during the past twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its services, supplies or materials to the Company Group. To the Company’s Knowledge, (i) no Material Supplier intends to cancel or otherwise substantially modify its relationship with the Company Group or to decrease or limit materially, its services, supplies or materials to the Company Group, and (ii) no Material Supplier has advised the Company Group in writing of any material complaint, problem or dispute with any member of the Company Group.
Distributors and Suppliers. Schedule 5.24 of the Seller Disclosure Schedule sets forth for the fiscal years ended December 31, 2011 and December 31, 2010 (a) a list of the Company’s top fifteen independent sales agents, representatives and distributors (on a consolidated basis) (by volume of sales to such customers) and (b) a list of the Company’s top ten suppliers (on a consolidated basis) (by volume of purchases from such suppliers). To the Company’s Knowledge, between September 30, 2011 and the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any such independent sales agents, representatives or distributors to the effect that such independent sales agent, representative or distributor has a present intention to stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying products from the Company or any of its Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Company’s Knowledge, between September 30, 2011 and the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice from any supplier to the effect that such supplier has a present intention to stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company or any of its Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise).
Distributors and Suppliers. The reputation and goodwill of Franchised Restaurants is based upon, and can be maintained only by, the sale of distinctive, high quality food products and beverages and the presentation and packaging of such products in an attractive manner. Franchisee therefore will conform the Franchised Restaurant to Franchisor's specifications and quality standards and shall only purchase from distributors and suppliers approved by Franchisor, all food products, beverages, ingredients, flavorings, and garnishes used in the preparation of food products and beverages; menus, containers, cartons, bags, boxes, napkins, other paper and plastic goods, packaging supplies, and other materials and Utensils. In approving distributors and suppliers for the Franchised Restaurant, Franchisor may take into consideration such factors as price of products or supplies and reliability of the proposed distributor or other supplier. Franchisor may concentrate purchases with one (1) or more distributor and/or other supplier to obtain the lowest prices and/or the best advertising support and/or services for any group of Company-operated restaurants or Franchised Restaurants. Approval of a distributor or supplier may be conditioned on requirements relating to the frequency of delivery, standards of service, including prompt attention to complaints, and concentration of purchases, as set forth above, and may be temporary, pending a further evaluation of such distributor or other supplier by Franchisor. If Franchisee proposes to sell any food product or beverage, or use any ingredients, flavorings, garnishes, or containers, cartons, bags, boxes, paper or plastic goods, packaging supplies or other materials, or Utensils of any type, or to purchase such items from a distributor or other supplier who has not been previously approved by Franchisor, Franchisee shall first notify Franchisor and submit to Franchisor such information, specifications, and samples as Franchisor requests. Franchisor shall within a reasonable time determine whether such item meets its specifications and quality standards and/or whether Franchisor approves such distributor or other supplier and shall notify Franchisee whether the Franchised Restaurant is authorized to utilize or sell such item and/or purchase from such distributor or other supplier. Franchisee acknowledges and agrees that Franchisor may derive revenue from the sale of certain proprietary food products or receive rebates or commissions from Franchisee's pu...