Relationships with Customers. The relations of Seller with its customers, suppliers, landlords and others shall have been substantially preserved intact and not materially impaired.
Relationships with Customers. (a) Except as set forth in Section 4.19(a) of the Company Disclosure Letter, since January 1, 2009, (i) no customer of the Company or any of its Subsidiaries has notified the Company or any of its Subsidiaries that such customer intends to, or has provided written notice to the Company or any of its Subsidiaries that such customer is considering or has otherwise threatened in writing to, cancel, terminate, modify or fail to renew any Contract to which such customer or any of its Affiliates, on the one hand, and the Company or any of its Subsidiaries, on the other hand, is a party and (ii) there exists no actual or, to the knowledge of the Company, threatened termination, cancellation or material limitation of, or any material modification or change in, the business relationship of the Company and its Subsidiaries with any of the ten largest customers of the health management services business of the Company and its Subsidiaries and the five largest customers of the fitness management services business of the Company and its Subsidiaries, in each case on the basis of total revenue for the year ended December 31, 2009.
(b) Section 4.19(b) of the Company Disclosure Letter lists certain customer Contracts that have expired and that are in discussion for renewal or that are expected to expire by their terms prior to January 31, 2010 (“Listed Renewal Contracts”). The Company makes no representation or warranty concerning the likelihood that any Contracts that are in discussion for renewal (including the Listed Renewal Contracts) will be renewed. Notwithstanding any other provision of this Agreement to the contrary, and without acknowledgement by either party as to the effect in general of Contract nonrenewals in the determination of whether a Material Adverse Effect has occurred, the parties acknowledge that the termination, nonrenewal or modification of any of the Listed Renewal Contracts shall not, in and of itself, be deemed to constitute a Material Adverse Effect for purposes of this Agreement.
Relationships with Customers. The Company has not received any written (or, to the Knowledge of the Company, other) notice that any customer of the Company listed on Annex II intends to cancel, terminate or otherwise modify or not renew its relationship with the Company or any of its Subsidiaries, and to the Knowledge of the Company, no such action has been threatened in a manner inconsistent with the historical experience of the Company or any of its Subsidiaries, which, in either case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
Relationships with Customers. Schedule 2.08 contains a list of the customers of the Business. Seller has good relationships with its customers, and neither Seller nor Shareholder know of any current controversy or dispute with any customer (including any dispute or claim regarding goods sold or leased, or services performed, by Seller) and have no information that Purchaser will lose or experience a reduction in orders from any customer.
Relationships with Customers. None of the customers of the WVS-I Business that represented 5% or greater of the net revenue of the WVS-I Business on a consolidated basis for the fiscal year ended December 31, 2005, has as of the date of this Agreement canceled or threatened in writing to cancel any material customer agreement with Purchaser (that relates to the WVS-I Business), WVS-I or a WVS-I Subsidiary.
Relationships with Customers. None of the customers of Seller and the Seller Subsidiaries that represented 5% or greater of Seller's net revenue on a consolidated basis for the fiscal year ended December 31, 2005, has as of the date of this Agreement canceled or threatened in writing to cancel any material customer agreement with Seller or a Seller Subsidiary.
Relationships with Customers. (a) The relationships of Seller with its existing customers is sound and Seller has no Knowledge, and there is no reasonable basis to believe, that any current customer of Seller which accounted for over three percent (3)% of total net sales of Seller for its most recently completed fiscal year will materially and adversely change the manner in which such customer currently conducts business with Seller, either as a result of the transactions contemplated by this Agreement or otherwise. No such material and adverse change (including any termination or material reduction in its business with Seller) has occurred since the Balance Sheet Date.
(b) The names and addresses of all customers of Seller during fiscal years 2004 and 2005 through the Closing Date and all customers Known as of the Closing Date who will become customers during the remainder of 2005 are listed in Section 3.22(b) of the Seller Disclosure Schedule. All contracts and agreements with such customers that are in existence as of the date hereof are valid, effective and enforceable. No customer has an account balance that is in excess of 60 days past due.
(c) Seller does not have Knowledge of any written or oral communication, fact, event or action which would indicate that any current supplier to Seller of items essential to the conduct of the business, which items cannot be replaced at comparable cost and the loss of which could reasonably be expected to have an adverse effect on Seller, shall terminate or materially reduce its business with Seller. No such termination or material reduction has occurred since the Balance Sheet Date.
Relationships with Customers. Section 4.24 of the Disclosure Schedule includes a list of the Company’s top twenty (20) Customers in order of gross revenue for each of the years ended December 31, 2015, December 31, 2014, and December 31, 2013. There are not, and have not been during the three (3)-year period preceding the date hereof, any material disputes with any such Customer. No such Customer has (i) cancelled or otherwise terminated any contract with the Company prior to the expiration of such contract’s term, (ii) cancelled or has threatened in writing (or, to the Company’s knowledge, orally) to cancel or otherwise terminate its relationship with the Company, (iii) reduced or has threatened in writing (or, to the Company’s knowledge, orally) to reduce its volume of business with the Company, or (iv) has sought to change the amount payable to the Company in connection with the Company’s services. To the knowledge of the Company, no such Customer has been declared bankrupt or is subject to any bankruptcy proceeding.
Relationships with Customers. Schedule 4.23 sets forth a true and correct list, as of the date hereof, of all customers constituting at least one percent (1%) of the Company’s gross sales (including wholesalers) of the Company and the Operating Company based on the gross revenues received by the Company and the Operating Company from each such customer for the twelve (12) months period ended on the Balance Sheet Date. From the Balance Sheet Date through the date of this Agreement, none of the customers set forth on Schedule 4.23 have given the Company or the Operating Company notice terminating, canceling or adversely modifying or threatening to terminate, cancel or adversely modify any Contract or relationship with the Company or the Operating Company or has made any other material claim against the Company or the Operating Company under any Contract with the Company or the Operating Company.
Relationships with Customers. Since December 31, 2002, none of the five (5) largest customers (as measured by sales volume) in goods or services of Seller during calendar year 2002 has, to the knowledge of Seller, cancelled a material purchase of merchandise or services from Seller or the Company or made any significant reductions in the volume of goods or services customarily purchased from Seller or the Company, other than reductions reasonably consistent with historical purchasing patterns of such customer as described in Schedule 3.1(u) hereto or as a result of general economic conditions, and Seller has no knowledge of any such threatened terminations or reductions by any such customer of its relationship with the Company. Seller does not believe that the relationship of the Company with each of its current customers is other than satisfactory.
