Key Customers Sample Clauses
Key Customers. Section 4.21 of the Company Disclosure Letter sets forth a list of the ten (10) largest customers of the Company and its Subsidiaries based on total revenue generated from such customers in the Company’s prior fiscal year. As of the date of this Agreement, none of such customers has cancelled, or otherwise modified in any material adverse manner since December 31, 2011, or has delivered written notice of its intent to cancel or materially reduce its business with the Company and its Subsidiaries.
Key Customers. 3.8(a) Key Suppliers............................................................................ 3.8(a) Liens.................................................................................... 2.4
Key Customers. Prior to the applicable Closing Date, Seller shall use its commercially reasonable efforts to arrange face-to-face or telephonic meetings with representatives of Purchaser and each of the Key Customers for purposes of discussing the transfer of the Transferred Assets and Assumed Liabilities contemplated by this Agreement and the plan for the Transferred Assets and Assumed Liabilities following the Closing.
Key Customers. Schedule 3.14 of the Disclosure Schedules sets forth a true, correct and complete list of the Business’s top 10 licensees or sub-licensees by revenue for the fiscal year ending December 31, 2014 (collectively, the “Key Customers”). Except as set forth on Schedule 3.14 of the Disclosure Schedules, since January 1, 2014, none of the Key Customers (i) has cancelled or otherwise terminated, or threatened to cancel or otherwise terminate, its relationship with the Business or (ii) has taken any action or, to the knowledge of the Sellers, threatened to take any action, that would reasonably be expected to reduce the Business’s revenue on account of such Key Customer by 10% or more on a year-over-year basis.
Key Customers. Schedule 3.19 sets forth a complete and correct list of the top ten customers of the Business based upon Billed Revenue generated therefrom in the ten-month period ending October 31, 2010, (the “Key Customers”) and sets forth opposite the name of such Key Customer the approximate amount of Billed Revenue attributable to such Key Customer during such period. Except as set forth in Schedule 3.19, within the 12 months prior to the date this Agreement, (a) no Key Customer has cancelled or otherwise terminated its relationship, with the Purchased Subsidiaries or their Subsidiaries with respect to the Business, (b) the Purchased Subsidiaries and their Subsidiaries have not received any written notice from any Key Customer to the effect that any such Key Customer intends to (i) terminate or adversely modify the material commercial terms of its relationship with the Purchased Subsidiaries or their Subsidiaries with respect to the Business or (ii) initiate a bidding or rebidding process or request proposals with respect to any business currently provided by the Business and (c) the Purchased Subsidiaries and their Subsidiaries have not been involved in any material dispute with a Key Customer with respect to the Business.
Key Customers. (a) Section 3.23(a) of the Disclosure Schedules sets forth a complete and correct list of (i) the twenty five (25) largest customers of the Business for the products and services described in clauses (A) and (B) of the definition of “Business” in Section 8.2, calculated based on revenue received by the Business from the sale of such products and services for the year ended December 31, 2017 and (ii) the ten (10) largest customers of the Business for the licensing of software described in clause (C) of the definition of “Business” in Section 8.2, calculated based on revenue received by the Business from such licensing activities for the year ended December 31, 2017 (collectively, the “Key Customers”).
(b) No member of the Seller Group has received any written notice, letter or other written communication from any Key Customer (i) communicating its intention to (A) terminate, (B) fail to renew or (C) materially modify, amend or reduce, its business relationship with the Business, or (ii) to the effect that it will fail to perform, or is reasonably likely to fail to perform, its material obligations under any Material Contract. There are no pending material disputes with any Key Customer.
(c) All products and services of the Business sold to JPMorgan Chase Bank, N.A. are, and since January 1, 2016 have been, exclusively sold pursuant to that certain Purchase & Services Agreement, dated June 6, 2003, by and between Seller and Bank One, N.A., as amended by Amendment One thereto dated July 1, 2010. Since January 1, 2016, the Business has not provided any direct or indirect rebate on products or services sold or provided to JPMorgan Chase Bank, N.A., including, without limitation, any rebate calculated or earned, in whole or in part, based on sales of the Business’s products or services to such customer and paid or deemed paid by any Affiliate of the Seller Group but excluding, for the avoidance of doubt, any discounted pricing provided with respect to such products or services.
Key Customers. 40 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Key Customers. Neither the Seller nor any other Applicable Entity has any pending material disputes concerning products or services with any of the customers of the Terminals Business. Except as set forth on Schedule 4.18 of the Disclosure Schedules, to the Seller’s Knowledge, none of the ten largest customers (the “Key Customers”) of the Terminals Business based on the aggregate amount of sales to customers for the fiscal year ended December 31, 2019, has notified the Company or any Applicable Entity of such Key Customer’s intent to cease, terminate or materially diminish the use of either (x) the Company’s or any Applicable Entity’s facilities or services or (y) any material contract relating to the Terminals Business.
Key Customers. Neither the Company nor any of its Subsidiaries has any material disputes concerning any products and/or services provided to any customer who was one of the ten (10) largest purchasers of products and/or services from the Company and its Subsidiaries on a consolidated basis, based on amounts paid or payable to the Company and its Subsidiaries during the Key Periods (each, a “Key Customer”), and, to the Company’s knowledge, no Key Customer has any material dispute with the Company or its Subsidiaries. Schedule 3.20(b) sets forth a correct and complete list of each Key Customer and the amounts paid or payable by the Company and its Subsidiaries during the Key Periods. Neither the Company nor any of its Subsidiaries has received written notice from any Key Customer that such Person intends to cease conducting business with the Company or its Subsidiaries or that such Person intends to terminate its existing relationship with the Company or its Subsidiaries.
Key Customers. Schedule 3.15.1 sets forth a true, correct and complete list of the ten largest purchasers of products and/or services from the Acquired Companies during each of the fiscal years ended December 31, 2022 and December 31, 2023, based on aggregate partner booking value and customer subscription annual contract value for such years (each, a “Key Customer”). No Acquired Company has any material disputes with any Key Customer, and, to the Knowledge of the Company, no Key Customer has any material dispute with any Acquired Company. No Acquired Company has received any letter, notice, complaint or other communication from any Key Customer in writing, or to the Knowledge of the Company, orally that such Person (a) has changed, modified, amended or reduced, or intends to change, modify, amend or reduce, its business relationship with the Company in a manner that is materially adverse to the Company; or (b) will fail to perform, or is reasonably likely to fail to perform, its obligations under any Contract with the Company in any manner that is materially adverse to the Company.