Material Business Relationships Sample Clauses

Material Business Relationships. No Material Business Relationship, and no Business Relationships which are not Material Business Relationships but which individually or in the aggregate represent or could reasonably be expected to represent 10% or more of the collective revenues of Sellers for calendar year 2010, and no supplier of goods or services to any Seller who is material to the continued operation of the Business after the Closing in substantially the same manner as before the Closing, shall have notified or given any indication to the Purchaser or Sellers that it desires or intends (or that they desire or intend) to cancel or terminate or otherwise alter in any material respect its (or their) relationship(s) with any Seller or otherwise with respect to the Business.
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Material Business Relationships. 6.1 The Disclosure Letter sets forth all contracts between the Company, on the one hand, and Apple Inc., Google Inc. or any other mobile device application store service provider (“Application Store”), on the other hand, valid on the date of this Agreement, including all such contracts related to the Business Products (the “Application Store Contracts”). The Company is in material compliance with all Application Store Contracts and, to the Sellers’ Knowledge, all Application Store policies binding on the Company under such Application Store Contracts. As of the date of this Agreement, the Company has not received any written notice terminating or threatening to terminate an Application Store Contract, nor to the Sellers’ Knowledge does any Application Store intend to cancel or otherwise materially and adversely modify its relationship with the Company or any Application Store Contract on account of the transactions contemplated by this Agreement or otherwise. 6.2 The Disclosure Letter contains a complete and accurate list of all “app stores,” and other third person distribution platforms on or through which the Company, directly or indirectly, distributes or otherwise makes available any Games (“Distribution Platforms”), and the Company has made available a copy of each user and developer agreement, terms of service, and other material contract applicable to such Distribution Platforms valid on the date of this Agreement (“Platform Agreements”) to Purchaser in the Data Room. To the Sellers’ Knowledge, all Platform Agreements are in full force and effect, and enforceable in accordance with their terms. The Company is in material compliance with, and has not materially breached (or otherwise breached in a manner that would provide the counter-party a termination right) any Platform Agreements and to the Sellers’ Knowledge, all other parties to such Platform Agreements are in material compliance with, and have not materially breached any Platform Agreements. There are no pending or, to the Sellers’ Knowledge, threatened disputes regarding such Platform Agreements, including disputes with respect to the scope thereof, performance thereunder, or payments made or received in connection therewith. 6.3 There are no publishing agreements pertaining to the Games in force on the date of this Agreement and there are currently no ongoing negotiations to bind the Company to such contracts. 6.4 Only the contracts mentioned in this Clause 6 (Material Business Relationship...
Material Business Relationships. Section 3.24 of the Company Disclosure Schedules sets forth an accurate list of (a) the top three (3) advertiser customers of the Company and its Subsidiaries, determined based on revenue received or receivable from such advertisers (the “Material Advertisers”), (b) the top ten (10) billing aggregators of the Company and its Subsidiaries, determined based on user revenue received or receivable from such aggregators (the “Material Aggregators”) and (c) the top ten (10) vendors, suppliers or other service providers (excluding billing aggregators and lessors, sublessors and licensors of Leased Real Property) of the Company and its Subsidiaries (the “Material Suppliers”), determined based on amounts paid or payable to such vendors, suppliers and other service providers, as applicable, during the seven (7) month period ended July 31, 2019. Neither the Company nor any of its Subsidiaries has received any written notice or other communication from any such Material Advertiser, Material Aggregator or Material Supplier to the effect that, and the Company does not have any knowledge that, any such Material Advertiser, Material Aggregator or Material Supplier will or intends to cancel, suspend, terminate or otherwise materially and adversely modify its relationship with the Company or such Subsidiary. No material dispute currently exists with respect to any such Material Advertiser, Material Aggregator or Material Supplier, nor has there been any material dispute with respect to any such Material Advertiser, Material Aggregator or Material Supplier during the seven (7) month period ended July 31, 2019 or since such date.
Material Business Relationships. Section 2.21 of the Disclosure Schedule sets forth an accurate, correct and complete list of the ten largest customers (in terms of revenues) of the Company and its Subsidiaries (the "Material Customers"), the ten largest suppliers (in terms of contributions to costs of goods sold) to the Company and its Subsidiaries (the "Material Suppliers") and the ten largest artists (in terms of revenue generated) to the Company and its Subsidiaries (the "Material Artists") for the fiscal year ended December 31, 2001. Since January 1, 2001, except as set forth in Section 2.21 of the Disclosure Schedule, none of the Material Customers, Material Suppliers or Material Artists has (i) ceased doing business, or materially changed its relationship, with the Company or any of its Subsidiaries, or (ii) materially modified the terms on which it does business with the Company or any of its Subsidiaries, nor, to the Knowledge of Seller, have any Material Customers, Material Suppliers or Material Artists threatened to do any of the foregoing.
Material Business Relationships. (a) Section 4.16(a) of the Seller Disclosure Letter sets forth with respect to the Business (i) each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $500,000 for each of the two (2) most recent calendar years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. As of the date of this Agreement, Seller has not received any written notice that any Material Customer has ceased, or intends to cease or to materially reduce, its purchases of goods and services from the Business, or intends to otherwise terminate its relationship with the Business. (b) Section 4.16(b) of the Seller Disclosure Letter sets forth with respect to the Business (i) each supplier to whom Seller has paid consideration for goods and /or services rendered in an amount greater than or equal to $500,000 for each of the two most recent calendar years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. As of the date of this Agreement, Seller has not received any written notice that any of the Material Suppliers has ceased, or intends to cease or to materially reduce, its supply of goods and services to the Business, or intends to otherwise terminate its relationship with the Business.
Material Business Relationships. (a) Section 6.20(a) of the Seller Disclosure Letter sets forth the top twenty (20) customers of the Transferred Group Members (measured by aggregate annual contract value of products or services provided by the Transferred Group Members to a customer and such customer’s Affiliates) for the fiscal year ended September 30, 2020 (each, a “Material Customer” and, collectively, the “Material Customers”). No Material Customer (i) ceased, or notified any Transferred Group Member in writing that it will cease or, to the Knowledge of the Transferred Entities, has threatened to cease to use the services of any Transferred Group Member in their entirety, or (ii) materially and adversely modified its relationship with the Transferred Group Members (including by materially changing the pricing terms or other material terms of such Material Customer’s business with the Transferred Group Members) or, to the Knowledge of the Transferred Entities, has threatened such material and adverse modification. (b) Section 6.20(b) of the Seller Disclosure Letter sets forth the top ten (10) suppliers of materials, equipment, products or services to the Transferred Group Members (measured by dollar volume of purchases by the Transferred Group Members) for the fiscal year ended September 30, 2020 (each, a “Material Supplier” and, collectively, the “Material Suppliers”). No Material Supplier (i) ceased, or notified any Transferred Group Member in writing that it will cease or, to the Knowledge of the Transferred Entities, has threatened to cease providing materials, equipment or services to any Transferred Group Member in their entirety, or (ii) materially and adversely modified its relationship with the Transferred Group Members (including by materially changing the pricing terms or other material terms of such Material Supplier’s business with the Transferred Group Members) or, to the Knowledge of the Transferred Entities, has threatened such material and adverse modification.

Related to Material Business Relationships

  • Business Relationships There are no business relationships or related party transactions involving the Company or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required.

  • Certain Business Relationships Neither Parent nor any of its affiliates is a party to any Contract with any director, officer or employee of the Company or any Company Subsidiary.

  • Business Relations Neither the Company nor Seller knows or has good reason to believe that any customer or supplier of the Company will cease to do business with the Company after the consummation of the transactions contemplated hereby in the same manner and at the same levels as previously conducted with the Company except for any reductions which do not result in a Material Adverse Change. Neither Seller nor the Company has received any notice of any material disruption (including delayed deliveries or allocations by suppliers) other than the Konica Slowdown, in the availability of any material portion of the materials used by the Company nor is the Company or Seller aware of any facts which could lead them to believe that the Business will be subject to any such material disruption.

  • Business Relationship The relationship between a landlord and tenant is a business relationship. A courteous and businesslike attitude is required from both parties. We reserve the right to refuse rental to anyone who is verbally abusive, swears, is disrespectful, makes threats, is under the influence, is argumentative, or in general displays an attitude at the time of the unit showing and application process that causes management to believe we would not have a positive business relationship.

  • Non-Interference with Business Relationships a. Employee acknowledges that, in the course of employment, Employee will learn about Company’s business, services, materials, programs and products and the manner in which they are developed, marketed, serviced and provided. Employee knows and acknowledges that the Company has invested considerable time and money in developing its product sales and real estate development programs and relationships, vendor and other service provider relationships and agreements, store layouts and fixtures, and marketing techniques and that those things are unique and original. Employee further acknowledges that the Company has a strong business reason to keep secret information relating to Company’s business concepts, ideas, programs, plans and processes, so as not to aid Company’s competitors. Accordingly, Employee acknowledges and agrees that the protection outlined in (b) below is necessary and reasonable. b. During the Restricted Period, Employee will not, on Employee’s own behalf or on behalf of any other person or Entity, solicit, contact, call upon, or communicate with any person or entity or any representative of any person or entity who has a business relationship with Company and with whom Employee had contact while employed, if such contact or communication would likely interfere with Company’s business relationships or result in an unfair competitive advantage over Company.

  • Relationships Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

  • Certain Business Relationships With Affiliates No Affiliate of the Company (a) owns any property or right, tangible or intangible, which is used in the business of the Company, (b) has any claim or cause of action against the Company, (c) owes any money to, or is owed any money by, the Company or (d) is a party to any contract or other arrangement (written or oral) with the Company.

  • Customer and Other Business Relationships After the Closing, Seller will cooperate with Buyer in its efforts to continue and maintain for the benefit of Buyer those business relationships of Seller existing prior to the Closing and relating to the business to be operated by Buyer after the Closing, including relationships with lessors, employees, regulatory authorities, licensors, customers, suppliers and others, and Seller will satisfy the Retained Liabilities in a manner that is not detrimental to any of such relationships. Seller will refer to Buyer all inquiries relating to such business. Neither Seller nor any of its officers, employees, agents or shareholders shall take any action that would tend to diminish the value of the Assets after the Closing or that would interfere with the business of Buyer to be engaged in after the Closing, including disparaging the name or business of Buyer.

  • Customer Relationships The Executive understands and acknowledges that the Company has expended significant resources over many years to identify, develop, and maintain its clients. The Executive additionally acknowledges that the Company’s clients have had continuous and long-standing relationships with the Company and that, as a result of these close, long-term relationships, the Company possesses significant knowledge of and confidential information about its clients and their needs. Finally, the Executive acknowledges the Executive’s association and contact with these clients is derived solely from Executive’s employment with the Company. The Executive further acknowledges that the Company does business throughout the United States and that the Executive personally has significant contact with the Company’s clients and customers solely as a result of Executive’s relationship 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.

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