Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise entered into by the Company and its Subsidiaries does not exceed an amount which can reasonably be expected to be filled in the ordinary course of the Business and on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts or commitments for the purchase of Company Products does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, Contracts and commitments were made in the ordinary course of the Business). To the Knowledge of the Shareholders, there are no asserted, or if unasserted, sustainable, claims to return Company Products by reason of alleged over-shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the ordinary course of Business. There are no Company Products in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in the Company’s and its Subsidiaries’ Contracts. To the Knowledge of the Shareholders, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not result in any cancellations or withdrawals of accepted and unfilled orders for the sale of Company Products.
Appears in 1 contract
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company and its Subsidiaries XpiData does not exceed an amount which can reasonably be expected to be filled in the ordinary course of the Business and business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts contracts or commitments for the purchase of Company Products products or services by XpiData does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, Contracts contracts and commitments were made in the ordinary course of the Businessbusiness). To Except as set forth in the Knowledge XpiData Disclosure Letter, as of the Shareholdersdate of this Agreement, there are no asserted, or if unasserted, sustainable, claims to return Company Products merchandise or refund payments for services of XpiData by reason of alleged over-over shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the ordinary course of Business. There are is no Company Products merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in XpiData's contracts. XpiData and the Company’s Shareholders do not know and its Subsidiaries’ Contracts. To the Knowledge of the Shareholders, have not received any oral or written notice that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not result in any cancellations or withdrawals of accepted and unfilled orders for the sale of Company ProductsXpiData's services.
Appears in 1 contract
Samples: Merger Agreement (Envoy Corp /Tn/)
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company and its Subsidiaries POS does not exceed an amount which can reasonably be expected to be filled in the ordinary course of the Business and business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts contracts or commitments for the purchase of Company Products products or services by POS does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, Contracts contracts and commitments were made in the ordinary course of the Businessbusiness). To Except as set forth in the Knowledge POS Disclosure Letter, as of the Shareholdersdate of this Agreement, there are no asserted, or if unasserted, sustainable, claims to return Company Products merchandise or refund payments for services of POS by reason of alleged over-over shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the ordinary course of Business. There are is no Company Products merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in POS's contracts. POS and the Company’s Shareholder do not know and its Subsidiaries’ Contracts. To the Knowledge of the Shareholders, have not received any oral or written notice that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not result in any cancellations or withdrawals of accepted and unfilled orders for the sale of Company ProductsPOS's services.
Appears in 1 contract
Samples: Merger Agreement (Envoy Corp /Tn/)
Orders, Commitments and Returns. The aggregate of all accepted and unfilled orders for the sale of merchandise or services entered into by the Company and its Subsidiaries ARM does not exceed an amount which can reasonably be expected to be filled in the ordinary course of the Business and business on a schedule which will maintain satisfactory customer relationships, and the aggregate of all Contracts contracts or commitments for the purchase of Company Products products or services by ARM does not exceed an amount which is reasonable for its anticipated volumes of business (all of which orders, Contracts contracts and commitments were made in the ordinary course of the Businessbusiness). To Except as set forth in the Knowledge ARM Disclosure Letter, as of the Shareholdersdate of this Agreement, there are no asserted, or if unasserted, sustainable, claims to return Company Products merchandise or refund payments for services of ARM by reason of alleged over-over shipments, defective merchandise, breach of warranty or otherwise, other than such claims regularly experienced and resolved in the ordinary course of Business. There are is no Company Products merchandise in the hands of customers under any understanding that such merchandise is returnable other than pursuant to the standard returns policy set forth in ARM's contracts. ARM and the Company’s Shareholders do not know and its Subsidiaries’ Contracts. To the Knowledge of the Shareholders, have not received any oral or written notice that either the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will not result in any cancellations or withdrawals of accepted and unfilled orders for the sale of Company ProductsARM's services.
Appears in 1 contract
Samples: Merger Agreement (Envoy Corp /Tn/)