Material Suppliers Sample Clauses

Material Suppliers. Since December 31, 2014, except as would not reasonably be expected to have a Seller Material Adverse Effect, no supplier of materials or supplies to the Business whose aggregate projected payments by the Business for such items for calendar year ending December 31, 2015 is expected to exceed $50 million has notified the Sellers in writing that it will cease providing, or will be unable to fulfill in any material respect, orders for materials or supplies to the Business.

Material Suppliers. Material suppliers retained by a Prime Contractor or Subcontractor for a Covered Project and off-site manufacture of materials, equipment and machinery.

Material Suppliers. Schedule 2.14 lists the five largest (in dollar value) suppliers of inventory to the Corporation during each of the last two completed fiscal years and through December 31, 1995. To the knowledge of Sellers, since the Balance Sheet Date there has not been any adverse change in the business relationship of the Corporation with any such supplier or with any supplier that is otherwise material to the Business or with any supplier as a result of the transactions contemplated hereby, except as disclosed on Schedule 2.14.

Material Suppliers. Licensee may enter agreements ("Subcontract") with suppliers of Tape, TCMT and other related packaging materials ("Supplier"), provided that: (a) prior to any disclosure of Tessera confidential information, Licensee and Supplier shall execute a Non-Disclosure Agreement having substantially similar terms as Paragraph XIV herein (Non-Disclosure); (b) Licensee shall ensure that Supplier receives no property rights to the Technical Information transferred under Subcontract and that the rights to any improvements to the Technical Information made by Supplier shall be Licensee Improvements as set forth in this Agreement; (c) Licensee shall ensure that Supplier respects Licensee's duty to affix the appropriate notices, trademarks and other designations to each product or material made using the Technical Information as set forth under this Agreement; and (d) Licensee shall indemnify and hold harmless Tessera and its successors and assigns against any breach or any damages, costs, or expenses arising from or related to any breach by Licensee or Supplier of the foregoing obligations. Notwithstanding, this Paragraph does not apply to any technology independently developed by a Supplier.

Material Suppliers. Section 2.23 of the Company Disclosure Schedule sets forth with respect to the Business (i) each supplier to whom the Company or an Asset Seller (with respect to the Business or the Purchased Assets) has paid consideration for goods or services rendered in an amount greater than or equal to $50,000 for the period from January 1, 2017 to the Interim Balance Sheet Date (collectively, the “Material Suppliers”); and (ii) the approximate amount of purchases from each Material Supplier during such period. Neither the Company, nor any Asset Seller (with respect to the Business or the Purchased Assets) has received any written notice that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the Business or to otherwise terminate or materially reduce its relationship with the Business.

Material Suppliers. Schedule 3.21 sets forth the top five (5) suppliers of the Operations (measured by the dollar amount of business written by such suppliers, which amounts are set forth on Schedule 3.21) for the twelve-month periods ending December 31, 2023 and 2024 (each, a “Material Supplier”). Other than as set forth on Schedule 3.21, no Material Supplier (a) has, as of the date hereof, ceased, or notified the Company or Seller that it will cease or has threatened to cease to supply products or services to the Company or the Operations, (b) adversely modified its relationship with the Company or the Operations (including by changing the pricing terms or other terms of such Material Supplier’s business with the Company or the Operations) or (c) to the Knowledge of Seller, intends to adversely modify its relationship with the Company or the Operations. Neither the Company nor any member of the Seller Group is a party to, and in the last three (3) years neither the Company nor any member of the Seller Group has been a party to, any litigation with any Material Supplier.

Material Suppliers. Delete the second sentence of the first paragraph and Substitute “60% of the expenditure to an M/WBE Material Supplier will be counted toward the M/WBE goals.”

Material Suppliers. 18.2.1 Neither the Seller nor any Group Company has received any notice from a Material Supplier of any material adverse changes in the price of ordered raw materials, supplies, merchandise or other goods or services related to the Agila Business within the period of 12 months ending on the date of this Agreement. 18.2.2 Neither the Seller nor any Group Company has received any notice nor has any reason to believe that a Material Supplier shall not sell raw materials, supplies, merchandise and other goods and services to the Purchaser immediately after the Completion on terms and conditions materially similar to those used in its current sales to the Seller or any Group Company, subject to fluctuations in prices affecting the pharmaceutical market generally. 18.2.3 So far as the Seller is aware, no Material Supplier has threatened to take any action described in paragraph 18.2.1 or 18.2.2 as a result of the consummation of the transactions contemplated by this Agreement. 18.2.4 During the 24 month period prior to the date of this Agreement, there has not occurred any material shortage, or failure to supply, of any active pharmaceutical ingredient relating to a product of any Group Company or Seller or its Affiliates (that is or will be material to the Agila Business) or with respect to any Material Supplier. 18.2.5 For the purposes of this paragraph 18.2, "Material Suppliers" shall mean the top fifteen (15) suppliers of raw materials, supplies, merchandise to the Agila Business by reference to the aggregate purchase price for the 12 month period ended 31 December 2012, and "Material Supplier" shall be construed accordingly.

Material Suppliers. (a) Section 3.24(a) of the Seller Disclosure Schedule sets forth the top ten (10) suppliers of the Company (the “Material Suppliers”) based on consolidated gross revenue based on premiums written and commissions owed for the twelve (12) months ended December 31, 2024. Since January 1, 2025, no member of the Seller Group has received any written or to the Knowledge of the Seller Group oral notice from any Material Supplier to the effect that such Material Supplier (i) has stopped, or will stop, use of the products, goods or services of the Company, (ii) has materially decreased, or will materially decrease, use of the products, goods or services of the Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services of the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller Group, no Material Supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Material Supplier has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant to the Company’s normal course credit or refund policies. (b) Except as set forth on Section 3.24(b) of the Seller Disclosure Schedule, no Material Supplier has indicated in writing or, to the Knowledge of the Seller Group, otherwise provided notice to the effect that, and the Seller Group has no Knowledge that, any such Material Supplier intends to cease doing business with the Company or intends to decrease the rate of, or change the terms with respect to, supplying materials, products or services to the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise).