Retention of Customers Sample Clauses

Retention of Customers. Except as set forth on Schedule 3.4, Seller does not know of anything that might reasonably indicate that any of Seller's customers intends to cease dealing with (or decline to deal with) the Buyer, nor has any information been brought to the attention of the Seller that might reasonably lead it to believe any such customer intends to materially alter the amount of such purchases or the extent of dealings with Buyer (as compared to purchases and dealings with Seller as of the date hereof).
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Retention of Customers. Seller shall continue to operate in the normal course of business and shall continue to maintain its equipment and vehicles in a manner consistent with industry standards. 16 7.2 Conditions Precedent to the Obligations of Seller. All obligations of Seller under this Agreement are subject to the fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions precedent: (a) Representations and Warranties True as of the Closing Date. The representations and warranties of Purchaser contained in this Agreement or in any schedule, certificate or document delivered by Purchaser to Seller pursuant to the provisions hereof shall be true on the Closing Date with the same effect as though such representations and warranties were made as of such date. (b) Compliance with this Agreement. Purchaser shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing. (c) No Threatened or Pending Litigation. On the Closing Date, no suit, action, or other proceeding, or injunction or final judgment relating thereto, shall be threatened or be pending before any court or governmental or regulatory official, body or authority in which it is sought to restrain or prohibit or to obtain damages or other relief in connection with this Agreement or the consummation of the transactions contemplated hereby, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (d)
Sample 1
Retention of Customers. 45 5.1.10 Opinion of Counsel to Seller............................45 5.1.11 Availability of Rolling Stock...........................45 5.1.12 Phase I.................................................45 5.1.13 Employment and Non-Competition Agreements...............45 5.1.14 Title to and Condition of Real Property.................46 5.2 Conditions Precedent to the Obligations of Seller..............47 5.2.1 Representations and Warranties True as of the Closing Date..........................................47 5.2.2 Compliance with this Agreement..........................48 5.2.3 No Threatened or Pending Litigation.....................48 5.2.4 Escrow Agreement........................................48 5.2.5 Approval of Counsel; Corporate Matters..................48 5.2.6 Opinion of Counsel to Purchaser.........................48 5.2.7 Real Estate Purchase Agreement..........................48
Sample 1
Retention of Customers. Seller shall continue to operate in the normal course of business consistent with industry standards and shall continue to maintain its equipment and vehicles in a manner consistent with industry standards. There shall be no material deterioration in Seller's customer base, revenues and cost structure. The customer base shall be considered to have suffered a material deterioration if the Customer Accounts Receivables generated in the 30 days prior to Closing shall be less than $2.5 million, or if Seller shall have received notice of the loss or expected loss of customer(s) which would reduce operations to levels that would bring such receivables below $2.5
Sample 1
Retention of Customers. To its Knowledge, Seller does not have reason to believe that any of the entities listed on Schedule 1.4, other than HDG Xxxxxx and its affiliates, intends to terminate its relationship with Seller, nor does Seller possess any information that any such Customer intends to materially alter its purchase of Services from Seller.
Sample 1
Retention of Customers. Seller shall continue to operate in the normal course of business and shall continue to maintain its equipment and vehicles in a manner consistent with industry standards.
Sample 1
Retention of Customers. 3 7. GTE RESPONSIBILITIES ONE-WAY ...................... 4 8. PMWI RESPONSIBILITIES ............................. 4
Sample 1
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Retention of Customers. If this Agreement is terminated, each Party shall:
Sample 1
Retention of Customers. No Person who is or at any time since February 29, 2012, was a material customer or material client of the Company has indicated in writing that it shall stop, or materially decrease the rate of, buying materials, products or services from the Company.
Sample 1

Related to Retention of Customers

  • Nonsolicitation of Customers You shall not, while employed by Donnelley and for a period of 18 months from the date of Separation from Service with Donnelley for any reason, including your Separation from Service initiated by Donnelley with or without Cause, directly or indirectly, either on your own behalf or on behalf of any other person, firm or entity, solicit or provide services which are the same as or similar to the services Donnelley provided or offered while you were employed by Donnelley to any customer or prospective customer of Donnelley (i) with whom you had direct contact in the course of your employment with Donnelley or about whom you learned confidential information as a result of your employment with Donnelley or (ii) with whom any person over whom you had supervisory authority at any time had direct contact during the course of his or her employment with Donnelley or about whom such person learned confidential information as a result of his or her employment with Donnelley.

  • Non-Solicitation of Customers and Suppliers Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.

  • Solicitation of Customers During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.

  • Non-Solicitation of Customers and Employees The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive’s Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company’s Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

  • Non-Solicitation of Customers During the Restricted Period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any customer, supplier, licensee, licensor or other business relation of the Company to terminate its relationship or contract with the Company, to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company (including making any negative statements or communications concerning the Company or their employees).

  • Confidentiality/Protection of Customer Information The Company shall keep confidential and shall not divulge to any party, without the Purchaser's prior written consent, the price paid by the Purchaser for the Mortgage Loans, except to the extent that it is reasonable and necessary for the Company to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies. Each party agrees that it shall comply with all applicable laws and regulations regarding the privacy or security of Customer Information and shall maintain appropriate administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Customer Information, including maintaining security measures designed to meet the objectives of the Interagency Guidelines Establishing Standards for Safeguarding Customer Information, 66 Fed. Reg. 8616 (the "Interagency Guidelines"). For purposes of this Section, the term "Customer Information" shall have the meaning assigned to it in the Interagency Guidelines.

  • No Solicitation of Customers During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Employer or any of its Affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact.

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