Common use of Material Customers and Material Suppliers Clause in Contracts

Material Customers and Material Suppliers. (a) Section 3.19(a) of the Company Disclosure Schedule sets forth a true and complete list of each of the customers of the Company and its Subsidiaries to whom the Company or any of its Subsidiaries has sales volume in excess of $100,000 during the twelve (12) month period ended May 31, 2009 (the “Material Customers”), and the amount of sales to each Material Customer during such period. (b) Section 3.19(b) of the Company Disclosure Schedule sets forth a true and complete list of each of the suppliers of the Company and its Subsidiaries from which the Company or any of its Subsidiaries has made total purchases in excess of $75,000 during the twelve (12) month period ended May 31, 2009 (the “Material Suppliers”), and the amount of purchases from each Material Supplier during such period. (c) Since June 30, 2008, except as set forth on Section 3.19(c) of the Company Disclosure Schedule, no Material Supplier or Material Customer (i) has provided the Company or its Subsidiaries any written notice terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiaries, or (ii) has cancelled or otherwise terminated any Company Contract or purchase or sales order with the Company or its Subsidiaries that was material to the business of the Company and its Subsidiaries, taken as a whole.

Appears in 2 contracts

Samples: Merger Agreement (Emdeon Inc.), Merger Agreement (Emdeon Inc.)

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Material Customers and Material Suppliers. (a) Section 3.19(a3.20(a) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each of the top ten (10) customers of the Company and its Subsidiaries to whom the Company or any of its Subsidiaries has sales (by volume in excess dollars of $100,000 during sales to such customers) (the twelve (12“Material Customers”) for the fiscal year ended December 31, 2014 and the five-month period ended May 31, 2009 (the “Material Customers”)2015, and the amount of sales to each Material Customer during such periodperiods. (b) Section 3.19(b3.20(b) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each of the top ten (10) suppliers of the Company and its Subsidiaries (by volume in dollars of purchases from which such suppliers) (the Company or any of its Subsidiaries has made total purchases in excess of $75,000 during “Material Suppliers”) for the twelve (12) fiscal year ended December 31, 2014 and the five-month period ended May 31, 2009 (the “Material Suppliers”)2015, and the amount of purchases from each Material Supplier during such periodperiods. (c) Since June 30January 1, 20082014, except as set forth on Section 3.19(c3.20(c) of the Company Disclosure Schedule, no Material Supplier or Material Customer (i) has provided the Company or its Subsidiaries any written notice terminating, suspending, suspending or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiariesor Subsidiary of the Company, or (ii) has cancelled or otherwise terminated any Material Company Contract or purchase or sales order with the Company or its Subsidiaries that was material to the business of the Company and its Subsidiaries, taken as a wholeContract.

Appears in 1 contract

Samples: Securities Purchase Agreement (AAC Holdings, Inc.)

Material Customers and Material Suppliers. (a) Section 3.19(a2.20(a) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each of the customers of the Company and its Subsidiaries to whom the Company or any of its Subsidiaries has had sales volume in excess of $100,000 50,000 during the twelve (12) 6-month period ended May 31June 30, 2009 (the “Material Customers”)2016, and the amount of sales to each Material Customer such customer during such period. (b) Section 3.19(b2.20(b) of the Company Disclosure Schedule sets forth a true complete and complete accurate list of each of the suppliers of the Company and its Subsidiaries from which the Company or any of its Subsidiaries has made total purchases in excess of $75,000 50,000 during the twelve (12) 6-month period ended May 31June 30, 2009 (the “Material Suppliers”)2016, and the amount of purchases from each Material Supplier such supplier during such period. (c) Since June 30January 1, 20082014, except as set forth on Section 3.19(c2.20(c) of the Company Disclosure Schedule, (i) no Material Supplier or Material Customer (i) has provided the Company terminated, suspended or its Subsidiaries any written notice terminating, suspendingreduced materially, or reducing in any material respectto the Knowledge of the Seller, or specifying an intention has threatened to terminate, suspend or reduce in any material respect in materially its business with the futureCompany, and, to the Knowledge of the Seller, no facts or circumstances exist or have occurred that would indicate that there has been, or otherwise reflecting a material adverse change that would be reasonably likely to result in, the business relationship between a termination, suspension or material reduction by such Material Supplier or Material Customer and of its business with the Company and its SubsidiariesCompany, or (ii) no Material Supplier or Material Customer has cancelled or otherwise terminated any Company Contract or purchase or sales order with the Company or its Subsidiaries that was material to the business of the Company Company, and (iii) no Material Customer has (A) materially altered its Subsidiariespattern of payment to the Company, taken as a wholeor (B) made any material complaint regarding pricing, product quality or service or demanded any price adjustment material to the business done with such Material Customer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Healthstream Inc)

Material Customers and Material Suppliers. (a) Section 3.19(a4.24(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of each of the customers of the Company Group’s top ten (10) customers of goods and its Subsidiaries to whom services purchased from the Company or any Group as measured by the dollar amount of its Subsidiaries has sales volume in excess of $100,000 during purchases therefrom, for the twelve (12) month period months ended May December 31, 2009 2020 (the “Material Customers”), and showing the amount of sales to total purchases by each such Material Customer from the Company Group during such period. During the past twelve (12) months from the date hereof, no Material Customer has (i) terminated or materially reduced its business or relationship with the Company Group or otherwise materially and adversely modified its relationship or terms with the Company Group or (ii) notified the Company Group in writing or, to the Knowledge of the Company, orally of its intention to take any such action. (b) Section 3.19(b4.24(b) of the Company Disclosure Schedule Letter sets forth a true and complete list of each of the suppliers of the Company Group’s top ten (10) suppliers and its Subsidiaries from which vendors of goods and services to the Company or any Group as measured by the dollar amount of its Subsidiaries has made total purchases in excess of $75,000 during therefrom, for the twelve (12) month period months ended May December 31, 2009 2020 (the “Material Suppliers”), and showing the amount of total purchases by the Company Group from each such Material Supplier Supplier, during such period. . During the past twelve (c12) Since June 30, 2008, except as set forth on Section 3.19(c) of months from the Company Disclosure Scheduledate hereof, no Material Supplier or Material Customer has (i) has provided terminated or materially reduced its business or relationship with the Company or its Subsidiaries any written notice terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, Group or otherwise reflecting a material adverse change in, the business materially and adversely modified its relationship between such Material Supplier or Material Customer and terms with the Company and its Subsidiaries, Group or (ii) has cancelled or otherwise terminated any Company Contract or purchase or sales order with notified the Company or its Subsidiaries that was material Group in writing, to the business Knowledge of the Company and Company, orally of its Subsidiaries, taken as a wholeintention to take any such action.

Appears in 1 contract

Samples: Merger Agreement (Vector Acquisition Corp)

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Material Customers and Material Suppliers. (a) Section 3.19(aSchedule 3.21(a) of the Company Disclosure Schedule Letter sets forth a true and complete correct list of each (i) the top ten (10) customers of the customers Company (based on the total amount of sales to such customer) for the year ended December 31, 2020 (each, a “Material Customer”), showing the total amount of sales to each such Material Customer during the applicable period, and (ii) the top ten (10) suppliers to the Company or its Subsidiaries (based on total amount purchased from such supplier) for the year ended December 31, 2020 (each, a “Material Supplier”), showing the total amount of purchases by the Company and its Subsidiaries from each such Material Supplier during the applicable period. (b) Except as set forth in Schedule 3.21(b) of the Company Disclosure Letter, since January 1, 2021, there has been (i) no materially adverse change in the business relationship, or any material dispute, between the Company or any of its Subsidiaries, on the one hand, and any Material Customer or Material Supplier, on the other hand, and (ii) to whom the Company’s Knowledge, no indication that any Material Customer or Material Supplier intends to materially reduce its purchases from or sales to, as applicable, the Company or any of its Subsidiaries has sales volume in excess of $100,000 during the twelve (12) month period ended May 31, 2009 (the “Material Customers”), and the amount of sales to each or that any Material Customer during such period. (b) Section 3.19(b) or Material Supplier intends to terminate, not renew, or materially amend the terms and conditions of the Company Disclosure Schedule sets forth a true and complete list of each of the suppliers of the Company and its Subsidiaries from which any Contract with the Company or any of its Subsidiaries has made total purchases in excess of $75,000 during the twelve (12) month period ended May 31, 2009 (the “Material Suppliers”), and the amount of purchases from each Material Supplier during such periodSubsidiaries. (c) Since June 30January 1, 2008, except as set forth on Section 3.19(c) of the Company Disclosure Schedule2021, no Material Supplier Customer or Material Customer (i) Supplier has provided made any breach of contract, indemnification, or similar claim against the Company or its Subsidiaries any written notice terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and of its Subsidiaries, or (ii) has cancelled or otherwise terminated any Company Contract or purchase or sales order with the Company or its Subsidiaries that was material to the business of the Company and its Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Merger Agreement (Danimer Scientific, Inc.)

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