Common use of Relationships with Vendors and Customers Clause in Contracts

Relationships with Vendors and Customers. The Company and the Stockholders have no knowledge of any present or future conditions or state of facts or circumstances, which would materially adversely affect the Company after the Closing Date. The Company’s relationships with its customers, clients and vendors are satisfactory, and the Company and the Stockholders have no knowledge of any facts or circumstances which might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships including, but not limited to, the effect that such customer will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying materials, products or services from the Company, or the Surviving Corporation (whether as a result of the consummation of the Merger contemplated hereby or otherwise). Except as set forth on Schedule 3(ee) of this Agreement, neither the Company have received any indication from any material supplier of the Company to the effect that such supplier (i) is planning to implement any material price changes other than in the ordinary course of business or will stop or (ii) is terminating, canceling or threatening to terminate or cancel any commitments, contracts or arrangements with the Company, and there are no disputes with any material supplier of the Company. The Company and the Stockholders have no knowledge of any material outstanding claims of any of its customers or clients presently outstanding, pending or threatened against the Company, except for aged accounts payables claims. The Company and the Stockholders have no knowledge of any present or future condition or state of facts or circumstances which would prevent the business of the Company from being carried on by the Surviving Corporation after the Closing Date in essentially the same manner as it is presently being carried on.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Blue Earth, Inc.), Agreement and Plan of Merger (Blue Earth, Inc.)

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Relationships with Vendors and Customers. The Company Corporation and the Stockholders have no knowledge of any present or future conditions or state of facts or circumstances, circumstances which would materially adversely affect the Company Corporation after the Closing Date. The CompanyCorporation’s relationships with its customers, clients and vendors are satisfactory, and the Company Corporation and the Stockholders have no knowledge of any facts or circumstances which might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships including, but not limited to, the effect that such customer will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying materials, products or services from the CompanyCorporation or its Subsidiaries, or the Surviving Corporation Buyer (whether as a result of the consummation of the Merger Mergers contemplated hereby or otherwise). Except as set forth on Schedule 3(ee4(ee) of this Agreement, neither the Company Corporation nor any of its Subsidiaries have received any indication from any material supplier of the Company Corporation or its Subsidiaries to the effect that such supplier (i) is planning to implement any material price changes other than in the ordinary course of business or will stop or (ii) is terminating, canceling or threatening to terminate or cancel any commitments, contracts or arrangements with the CompanyCorporation, and there are no disputes with any material supplier of the CompanyCorporation or its Subsidiaries. The Company Corporation and the Stockholders have no knowledge of any material outstanding claims of any of its customers or clients presently outstanding, pending or threatened against the Company, except for aged accounts payables claimsCorporation. The Company Corporation and the Stockholders have no knowledge of any present or future condition or state of facts or circumstances which would prevent the business of the Company Corporation from being carried on by the Surviving Corporation Buyer after the Closing Date in essentially the same manner as it is presently being carried on.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Earth, Inc.)

Relationships with Vendors and Customers. The Company Corporation and the Stockholders have no knowledge of any present or future conditions or state of facts or circumstances, circumstances which would materially adversely affect the Company Corporation after the Closing Date. The CompanyTo the best of Stockholders’ Knowledge, the Corporation’s relationships with its customers, clients and vendors are satisfactory, and the Company Corporation and the Stockholders have no knowledge of any facts or circumstances which might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships including, but not limited to, the effect that such customer will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying materials, products or services from the CompanyCorporation or its Subsidiaries, or the Surviving Corporation Buyer (whether as a result of the consummation of the Merger contemplated hereby or otherwise). Except as set forth on Schedule 3(ee4(ee) of this Agreement, to the best of Stockholders’ Knowledge, neither the Company Corporation nor any of its Subsidiaries have received any indication from any material supplier of the Company Corporation or its Subsidiaries to the effect that such supplier (i) is planning to implement any material price changes other than in the ordinary course of business or will stop or (ii) is terminating, canceling or threatening to terminate or cancel any commitments, contracts or arrangements with the CompanyCorporation, and there are no disputes with any material supplier of the CompanyCorporation or its Subsidiaries. The Company Corporation and the Stockholders have no knowledge of any material outstanding claims of any of its customers or clients presently outstanding, pending or threatened against the Company, except for aged accounts payables claimsCorporation. The Company Corporation and the Stockholders have no knowledge of any present or future condition or state of facts or circumstances which would prevent the business of the Company Corporation from being carried on by the Surviving Corporation Buyer after the Closing Date in essentially the same manner as it is presently being carried on.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Earth, Inc.)

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Relationships with Vendors and Customers. The To the Stockholders’ best knowledge, the Company and the Stockholders have no knowledge of any present or future conditions or state of facts or circumstances, which would materially adversely affect the Company after the Closing Date. The To the best of Stockholders’ Knowledge, the Company’s relationships with its customers, clients and vendors are satisfactory, and the Company and the Stockholders have no knowledge of any facts or circumstances which might materially alter, negate, impair or in any way materially adversely affect the continuity of any such relationships including, but not limited to, the effect that such customer will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying materials, products or services from the CompanyCompany or its Subsidiaries, or the Surviving Corporation Buyer (whether as a result of the consummation of the Merger contemplated hereby or otherwise). Except as set forth on Schedule 3(ee) of this Agreement, to the best of Stockholders’ Knowledge, neither the Company nor any of its Subsidiaries have received any indication from any material supplier of the Company or its Subsidiaries to the effect that such supplier (i) is planning to implement any material price changes other than in the ordinary course of business or will stop or (ii) is terminating, canceling or threatening to terminate or cancel any commitments, contracts or arrangements with the Company, and there are no disputes with any material supplier of the CompanyCompany or its Subsidiaries. The Company and the Stockholders have no knowledge of any material outstanding claims of any of its customers or clients presently outstanding, pending or threatened against the Company, except for aged accounts payables claims. The Company and the Stockholders have no knowledge of any present or future condition or state of facts or circumstances which would prevent the business of the Company from being carried on by the Surviving Corporation Buyer after the Closing Date in essentially the same manner as it is presently being carried on.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Earth, Inc.)

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