Material Clients. Section 5.20 of the Disclosure Schedule sets forth a complete and accurate list of the top 50 clients of the Business based upon the revenue generated by the Business from such client during 2015 (“Material Clients” and the top 25 clients of the Business on such list, “Top 25 Material Clients”). As of the date hereof, the Business has not received any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Client that it has ceased to use the Business’s services, nor has there been any written or, to the Knowledge of Xxxxxxx, oral notice from a Material Client that it intends to cease after the Closing to use such services or to otherwise terminate or materially reduce its relationship with the Business.
Material Clients. Since January 1, 2011, no Material Client has canceled any Contract or portion thereof, materially reduced its business with the Company, or, to the Knowledge of Seller, threatened to cease business with the Company or to materially reduce such business. There are no (and since January 1, 2011 there have not been any) (a) material disputes between Seller, any Affiliate of Seller or the Company, on the one hand, and any Material Client, on the other hand, or (b) disputes with any other client of the Company that, individually or in the aggregate with all other client disputes, would reasonably be expected to have a Material Adverse Effect.
Material Clients. Since January 1, 2011 other than as disclosed in Section 3.23 of the Disclosure Schedule, no client that paid the Company at least $25,000 in fees in 2010 has canceled any contract or agreement, or materially reduced its business with Company, or, to the Knowledge of Sellers, indicated to the Company in writing that it intended to cease business with Company or to materially reduce such business. There are no (and since January 1, 2011 there have not been any) (a) material disputes between the Company or Company Subsidiary, on the one hand, and any Material Client, on the other hand, or (b) disputes with any other client of Company or Company Subsidiary that, individually or in the aggregate with all other client disputes, would reasonably be expected to have a Material Adverse Effect.
Material Clients. Except as disclosed on Schedule 3.14, since September 29, 2017, no client to which the Company or its Subsidiaries invoiced more than $100,000 in fees in the fiscal year ended September 29, 2017 (a “Material Client”) has terminated its relationship with the Company or Subsidiary nor has any such Material Client communicated in writing to the Company or such Subsidiary its intention to not renew or to terminate such relationship. To the Knowledge of the Company, the Company has no reason to believe that any Material Client will terminate its relationship with the Company or any Subsidiary.
Material Clients. (a) Section 6.8(a) of the Seller Disclosure Schedules sets forth a complete and accurate list, as of the Execution Date, of: (i) all Material Clients of the Business; (ii) all related Investment Accounts and related account numbers; (iii) for each such Investment Account, on an account-by-account basis, the aggregate market value of the assets under management and the Fee Rate, and (iv) the aggregate value of the assets under management for all such Investment Accounts.
(b) Each Client Contract and Intermediary Contract (i) is a valid and legally binding agreement, enforceable against Seller and, to the Knowledge of Seller, each other party thereto, subject to limitations imposed by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the rights and remedies of creditors generally and to general principles of equity, (ii) is in all material respects in compliance with applicable Laws and (iii), except as indicated on Section 6.8(b) of the Seller Disclosure Schedules, does not require the consent of the Client or Intermediary for the assignment or transfer to Purchaser.
(c) Seller is not in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. Except for the accounts receivable of the Business consisting of the Client payment delinquencies as of November 1, 2013 set forth on Section 6.8(c) of the Seller Disclosure Schedule, to the Knowledge of Seller, no other Person is in material default in the observance or the performance of any material term or obligation to be performed by it under any Client Contract or Intermediary Contract. No Investment Account is in material violation of an investment policy or guideline for which violation Seller is responsible. There are no agreements by Seller to rebate or reduce fees or expenses or to reimburse any or all fees of, or to reduce or rebate a performance allocation or provide special redemption rights, preferential or “most favored client” treatment for, any Client or Intermediary. There are no written agreements (other than the Intermediary Contracts) pursuant to which Seller is or may be obligated to pay to any Person a finder’s, referral, placement or solicitation fee, or compensation or fee with respect to assets of any Client or Intermediary. Except as set forth on Section 1.1(b) of the Seller Disclosure Schedules, there are no third party financial advisors, includ...
Material Clients. Schedule 3.21(a) is a list of the top twenty clients based on revenue generated for the Covered Business for the twelve-month periods ended on December 31, 2019 and on March 31, 2020 (each, a “Material Client”), including the amount of revenue generated and the commissions and/or fees received from or with respect to each such Material Client for such twelve-month periods. Except as set forth on Schedule 3.21(b), since January 1, 2019, no Material Client has discontinued or materially reduced, or provided written notice of its intention to discontinue or materially reduce, its business relationship with the Covered Business.
Material Clients. Section 4.21 of the Disclosure Letter sets forth a list of the top 10 Clients (based on revenues for the 12-month period ended December 31, 2006) of the Company and its subsidiaries on a consolidated basis, in the categories of investment banking, investment management, advisory, brokerage and other types of Clients. Except in connection with the completion of the project or the engagement under the applicable contract or arrangement, no such Client has:
(a) canceled or otherwise terminated, or to Sellers’ knowledge threatened to cancel or otherwise terminate, its relationship with the Company and its subsidiaries; or
(b) since January 1, 2007:
(1) decreased materially, or to Sellers’ knowledge threatened to decrease or limit materially, its purchase of the Company’s or its subsidiaries’ services or products;
(2) notified the Company or any of its subsidiaries of any material change in its arrangements with the Company and its subsidiaries; or
(3) notified the Company or any of its subsidiaries that it intends to cease purchasing or significantly reduce its level of business with the Company and its subsidiaries.
Material Clients. Section 4.21(h) of the Seller Disclosure Letter sets forth a complete and accurate list of the names of each of the Clients that accounts for 5% or more of the Company’s consolidated revenues for any of its two most recent fiscal years.
Material Clients. Schedule 3.21 sets forth a complete and accurate list of the top 50 clients of the Business based upon the revenue generated by the Business from such client during calendar year ending December 31, 2017 (“Material Clients”). Except as set forth on Schedule 3.21, as of the date hereof, the Business has not received any written or, to Sellers’ knowledge, oral notice from a Material Client that it has ceased to use the Business’ services, nor has there been any written or, to Sellers’ knowledge, oral notice from a Material Client that it intends to cease after the Closing to use such services or to otherwise terminate or materially reduce its relationship with the Business. Schedule 3.21A also indicates which Contracts with a Material Client (A) contain any so-called “most favored nation” provision or any similar provision requiring such Seller or any of Sellers’ Subsidiaries (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Assumed Liabilities) or the Company to offer a Person any terms, conditions or concessions that are at least as favorable as those offered to one or more other Persons, or (B) provide for “exclusivity,” preferred treatment or any similar requirement that restricts the Seller or any of Sellers’ Subsidiaries (in each case, solely to the extent related to the Business, the Seller Contributed Assets or the Company Assumed Liabilities) or the Company with respect to sales, distribution, licensing, marketing, development or other material activities.
Material Clients. Schedule 4.22 lists, with respect to year ended December 31, 2017, the top ten clients (by amount invoiced) of the Company and its Subsidiaries, taken as a whole, during such period (showing the amount invoiced for each) (the Persons required to be so scheduled, the “Material Clients”). As of the date hereof, the Company has not received any written notice from any Material Client stating that such Material Client has, nor to the Knowledge of the Company has any Material Client, terminated or ceased, or, since January 1, 2017, significantly modified the volume or amount of its business with the Company.
