Material Vendors. (a) Section 2.20(a) of the Disclosure Schedule sets forth a true and complete list of the top twenty-five (25) vendors of the Company (by volume in dollars of purchases from or spending with such vendors) (the “Material Vendors”) for the year ended December 31, 2011 and the five (5) months ended May 31, 2012 and setting forth the amount of purchases from or spending with each Material Vendor during such periods.
(b) Since January 1, 2010, no Material Vendor has (i) provided the Company 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 Vendor and the Company, or (ii) cancelled or otherwise terminated or materially reduced any Company Contract or material license, purchase or sales order with the Company.
Material Vendors. No Non-MCC Entity (with respect to the MCC Business) nor any Transferred Entity is engaged in any material dispute with any Material Vendor that, to the Knowledge of the Seller, would be reasonably likely to lead such Material Vendor to terminate or materially decrease its relationship with any Non-MCC Entity (with respect to the MCC Business) or any Transferred Entity. No Non-MCC Entity (with respect to the MCC Business) nor any Transferred Entity has received any written notice or, to the Knowledge of the Seller, any oral notice from any Material Vendor expressly stating any intention or threat to terminate or materially reduce its provision of goods or services to, or to change any material commercial terms under any Contract with, any Non-MCC Entity (with respect to the MCC Business) or any Transferred Entity.
Material Vendors. All material vendors and suppliers of the Business are set forth on Schedule 4.14. Except as set forth on Schedule 4.14, Sellers have not received any notice, and have no reasonable basis to believe, that any of the vendors or suppliers set forth on Schedule 4.14 has ceased, will cease, or intends to cease to supply goods or services to the Sellers or to otherwise terminate or materially reduce its relationship with the Sellers.
Material Vendors. Section 3.25 of the Disclosure Schedule lists the ten largest suppliers and vendors of the Company (based on total amount purchased from such supplier or vendor) for each of the most recently completed fiscal year and the current fiscal year-to-date (each, a “Material Vendor”). Except for completions or expirations of Contracts in accordance with their terms or as otherwise set forth on Section 3.25 of the Disclosure Schedule, since January 1, 2022, no Material Vendor has notified the Company in writing that it shall decrease or limit materially its business with the Company or, to the Knowledge of the Company, intends to modify materially its relationship with the Company or increase in any material amount the prices, fees or royalties charged by such Material Vendor to the Company. The Company is not currently involved in any material dispute with any Material Vendor.
Material Vendors. (a) Section 3.24(a) of the Company Disclosure Schedule sets forth each vendor, supplier, reseller, service provider and other similar business relation of the Acquired Companies (each, a “Material Vendor”) from whom any of the Acquired Companies purchased greater than One Million Dollars ($1,000,000) in goods or services during 2019 or greater than Seven Hundred Eighty Thousand Dollars ($780,000) in goods or services during 2020.
(b) Except as set forth on Section 3.24(b) of the Company Disclosure Schedule, since January 1, 2020, no Material Vendor (i) has given any Acquired Company or any of their respective Affiliates, officers, directors, employees, agents or representatives, written notice or, to the Knowledge of the Company, any other notice that it intends to stop or materially alter its business relationship with such Acquired Company (whether as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements or otherwise), or has decreased materially, or threatened to decrease or limit materially, its supply of services or products to the Acquired Companies, (ii) has given any Acquired Company or any of their respective Affiliates, officers, directors, employees, agent or representatives, written notice or, to the Knowledge of the Company, any other notice, of any material breach or dispute between such Material Vendor and any Acquired Company, (iii) is, to the Knowledge of the Company, the subject of any voluntary or involuntary bankruptcy, solvency or other similar Legal Proceedings or (iv) has provided written notice, or, to the Knowledge of the Company, any other notice, of any material difficulty in obtaining, in the quantity and quality and at a price consistent with past practices, the raw materials, supplies or component parts required for the manufacture, assembly or production of any product of or for the Acquired Companies.
Material Vendors. Prior to or at the Closing, Sellers shall satisfy all amounts due and owing as of the Closing Date to the vendors identified on Schedule 6.17 (the “Material Vendors”). The aggregate amount required to satisfy all amounts due and owing to the Material Vendors as of the Closing Date (including, but not limited to, any prepayment premium or penalty, accrued interest and costs and expenses) shall constitute the “Vendor Payment Amount” and shall be deducted from the Purchase Price at Closing and paid to the Material Vendors on behalf of the applicable Seller. At least two business days prior to Closing, Sellers shall deliver to Buyer an updated schedule setting forth the Vendor Payment Amount.
Material Vendors. Schedule 8.16.2 sets forth the name of all vendors that are material for the operation of the Business and with which a Group Company has concluded written agreements (“Material Vendor”). Copies of all agreements in place with Material Vendors have been provided in the Data Room prior to the Signing Date. Except as set forth in Schedule 8.16.2, no Material Vendor has given the Company written (including email or Text Form) notice of any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with the Company or to decrease materially or limit its provision of services or products to a Group Company. There are no outstanding material disputes with any Material Vendor. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 56 OF 93
Material Vendors. (a) .
(a) Section 3.24(a) of the Seller Disclosure Letter sets forth a list, which is true, correct and complete in all respects as of the date of this Agreement, of all vendors and suppliers of the businesses operated by Seller who in the twelve (12) month period ending August 31, 2010 individually represented more than $50,000 of aggregate expenditures by Seller (each such supplier is a “Material Vendor”).
(b) Except as set forth on Section 3.24(b) of the Seller Disclosure Letter, during the twelve (12) month period immediately preceding the date hereof, (i) Seller has not received any notice (written or otherwise) from any Material Vendor terminating or setting forth an intention to terminate the business relationship between such vendor and Seller or threatening to decrease materially its provision of services or products to Seller, and (ii) no Material Vendor has decreased materially its business relationship with Seller or its provision of services or products to Seller.
Material Vendors. To the Company’s Knowledge, none of the 15 largest vendors of the Company identified on Schedule 3.23 (determined based on payments to such Persons for calendar year 2022) has provided written notice to any of the Acquired Companies that such vendor intends (i) to terminate its relationship with any of the Acquired Companies or (ii) to materially reduce its sales, as applicable, to any of the Acquired Companies or materially change its pricing.
Material Vendors. Schedule 3.20 sets forth the twenty (20) largest vendors (including, without limitation, suppliers and manufacturers) of the Company and its Subsidiaries by expense, in each case for the 12-month period ended December 31, 2020 (each a “Material Vendor”). No such Material Vendor has terminated or adversely changed its relationship with the Company nor has the Company received written notification that any such Material Vendor intends to terminate or materially and adversely change such relationship or that such Material Vendor is not solvent. There are no currently pending or, to the Knowledge of the Company, threatened disputes between the Company and any of its Material Vendors that (a) could reasonably be expected to materially and adversely affect the relationship between the Company and any Material Vendor or (b) could reasonably be expected to materially and adversely affect the Company.
