Common use of Significant Customers and Suppliers Clause in Contracts

Significant Customers and Suppliers. (a) Section 3.19(a) of the Seller Disclosure Letter lists the ten (10) most significant customers (measured by dollar volume of sales to such customer for the twelve-month period ended December 31, 2012) of each of the Edgepark Medical Supplies and Independence Medical business units (the “Significant Customers”), and the approximate dollar amount of the aggregate sales for each such Significant Customer during such period. None of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Customer has ceased, or will cease, to use the products, equipment, goods or services of the Company or any of the Subsidiaries or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced the Company or any of the Subsidiaries during such period. None of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries).

Appears in 3 contracts

Samples: Acquisition Agreement, Acquisition Agreement, Acquisition Agreement

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Significant Customers and Suppliers. (a) Section 3.19(a3.27(a) of the Seller Company Disclosure Letter lists sets forth the top ten (10) most significant customers of the Company and its Subsidiaries (measured by based on the dollar volume amount of sales to such customer customers) for the twelve-month period ended December 31, 2012) of each of the Edgepark Medical Supplies fiscal years ended June 30, 2023 and Independence Medical business units June 30, 2022 (the “Significant Top Customers”), and the approximate dollar amount . All Top Customers continue to be customers of the aggregate sales for each Company and its Subsidiaries, as applicable, and, (i) since June 30, 2023, none of such Significant Customer during such period. None Top Customers has materially reduced or threatened to reduce materially its business with the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Significant Customers Company, no such reduction is anticipated to occur; (ii) since June 30, 2023, no Top Customer has terminated or materially modified, or threatened to terminate or materially modify, its relationship with the Company or its Subsidiaries (including by materially and adversely changing the Subsidiaries. Neither pricing or other terms of its business with the Company or its Subsidiaries), nor any of has the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Top Customer has ceasedintends to do so; (iii) neither the Company nor its Subsidiaries is involved in any claim, dispute or will ceasecontroversy with any Top Customer; and (iv) neither the Company nor its Subsidiaries is involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to use the products, equipment, goods or services of be material to the Company or any of the its Subsidiaries or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services(taken as a whole). (b) Section 3.19(b3.27(b) of the Seller Company Disclosure Letter lists sets forth the names of each of (i) the top ten (10) most significant suppliers from which of the Company and its Subsidiaries (based on the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume amount of purchases from such suppliers) for each of the twelve-month period fiscal years ended December 31June 30, 2012 2023 and June 30, 2022 (such suppliers, in clauses (i) and (ii) are collectively referred to as the Significant Top Suppliers”) ). All Top Suppliers continue to be suppliers of the Company and the amount for which each its Subsidiaries, as applicable, and, since June 30, 2023, none of such Significant Supplier invoiced Top Suppliers has materially reduced or threatened to reduce materially its business with the Company or any its Subsidiaries, as applicable, and, to the Knowledge of the Subsidiaries during Company, no such periodreduction is anticipated to occur. None of the Significant Suppliers Since June 30, 2023, no Top Supplier has terminated or materially modified, or threatened to terminate or materially modify, its relationship with the Company or its Subsidiaries (including by materially and adversely changing the Subsidiaries. Neither pricing or other terms of its business with the Company or its Subsidiaries), nor any of has the Company or its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Top Supplier has ceased intends to do so. Neither the Company nor its Subsidiaries is involved in any claim, dispute or will cease after controversy with any Top Supplier; and (iv) neither the date hereofCompany nor its Subsidiaries is involved in any claim, dispute or controversy with any of its other suppliers that, individually or in the aggregate, could reasonably be anticipated to supply materials, supplies, services and other goods be material to the Company or any of the its Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiariestaken as a whole).

Appears in 2 contracts

Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)

Significant Customers and Suppliers. (a) Section 3.19(a) of the Seller Disclosure Letter lists (i) the five (5) most significant group purchasing organizations (measured by dollar volume of sales sold to its members for the twelve-month period ended December 31, 2014) and (ii) the ten (10) most significant customers (measured by dollar volume of sales to such customer for the twelve-month period ended December 31, 2012) of 2014), in each case, of the Edgepark Medical Supplies Company and Independence Medical business units the Subsidiaries, taken as a whole (the “Significant Customers”), and the approximate dollar amount of the aggregate sales for each such Significant Customer during such period. None As of the date hereof, (i) none of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither Subsidiaries and (ii) neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Customer has ceased, or will cease, to use the products, equipment, goods products or services of the Company or any of the Subsidiaries or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods products or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers pharmaceutical manufacturers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods drugs (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 2014 and (ii) the ten (10) most significant other suppliers from which the Company and the Subsidiaries, taken as a whole, purchased products or services (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2014 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced the Company or any of the Subsidiaries during such period. None As of the date hereof, (i) none of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither Subsidiaries and (ii) neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, products (including drugs) or services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries).

Appears in 1 contract

Samples: Merger Agreement (Amerisourcebergen Corp)

Significant Customers and Suppliers. (a) Section 3.19(a2.23(a) of the Seller Disclosure Letter lists sets forth the ten names of the twenty (1020) most significant largest customers (consolidating into a single customer all affiliated customers and divisions of customers) of the Target Companies and the Company Joint Venture Entities, taken as a whole (measured by dollar volume the value of sales to such customer collections and accounts receivable for the twelve-Target Companies by such customer) for the twelve (12) month period ended December 31on June 30, 2012) of each of 2024 (such period, the Edgepark Medical Supplies “Measurement Period” and Independence Medical business units (such customers, collectively, the “Significant Customers”), and together with the approximate dollar amount of the aggregate sales for collections and accounts receivable generated by each such Significant Customer during such periodthe Measurement Period. None of the Significant Customers has terminated its relationship with the No Target Company or the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Customer has ceasedwill, or will ceaseand, to use the productsknowledge of Omega, equipmentno Significant Customer intends to, goods or services of the cease purchasing from such Target Company or any of the Subsidiaries otherwise terminate its relationship with such Target Company or has substantially reduced, or will substantially to reduce, in any material respect, the use amount of or change, in any material respect, the terms of such productspurchases that were applicable during the twelve (12) month period ended on the Unaudited Balance Sheet Date. During the past three (3) years, equipmentthere have been no material disputes between any Target Company, goods or serviceson the one hand, and a Significant Customer, on the other hand. (b) Section 3.19(b2.23(b) of the Seller Disclosure Letter lists sets forth the names of each the twenty (20) largest suppliers of products, services or raw materials (iconsolidating into a single supplier all affiliated suppliers and divisions of suppliers) of the ten (10) most significant suppliers from which Target Companies and the Company and the SubsidiariesJoint Venture Entities, taken as a whole, purchased materials, supplies, services and other goods whole (measured by dollar volume the value of purchases from payments made by or on behalf of the Target Companies to such suppliers) for the twelve-month period ended December 31Measurement Period (collectively, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as the “Significant Suppliers”) and ), together with the amount for which paid to each such Significant Supplier invoiced during the Measurement Period. No Target Company or any of the Subsidiaries during such period. None of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice stating that any Significant Supplier has ceased or will cease after the date hereofwill, to supply materials, supplies, services and other goods to the knowledge of Omega, no Significant Supplier intends to, cease selling to such Target Company or otherwise terminate its relationship with such Target Company or intends to alter, in any material respect, the amount of or change, in any material respect, the Subsidiaries terms of such sales that were applicable during the twelve (12) month period ended on terms and conditions similar in all material respects to those imposed on sales to the Company and Unaudited Balance Sheet Date. During the Subsidiaries over the nine three (93) months years prior to the date execution of this Agreement (other than in respect of terms and conditions that are not adverse to the Agreement, there have been no material disputes between any Target Company and the Subsidiaries)a Significant Supplier.

Appears in 1 contract

Samples: Equity Purchase Agreement (Methanex Corp)

Significant Customers and Suppliers. (a) Section 3.19(aSchedule 5.24(a) of the Seller Disclosure Letter lists the ten (10) most significant customers (measured by dollar volume of sales to such customer sets forth, in each case for the twelve-month period 12 months ended December 31, 2012) of 2020, each of the Edgepark Medical Supplies 10 largest (i) customers of the Company and Independence Medical business units its Subsidiaries, based upon the amount of revenue generated by the Company and its Subsidiaries from such customers (collectively, the “Significant Customers”), and (ii) suppliers of the approximate dollar Company and its Subsidiaries, based upon the amount of expenditures paid by the aggregate sales for each Company and its Subsidiaries to such suppliers (collectively, the “Significant Customer during such periodSuppliers”). None As of the date hereof, there are no outstanding, and since December 31, 2020 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither Significant Suppliers, on the other hand. (b) Since December 31, 2020 through the date hereof, neither the Company nor any of the its Subsidiaries has have received any written ornotice that (i) any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii) there has been or will be any material adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the Knowledge current terms applicable to such Significant Customer’s or Significant Supplier’s dealings with the Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. To the knowledge of the Company, oral notice that any no Significant Customer or Significant Supplier has ceased, or will cease, to use the products, equipment, goods or services of otherwise given the Company or any of the its Subsidiaries any indication or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced threatened the Company or any of its Subsidiaries in writing or orally that it will take any action described in the Subsidiaries during such period. None preceding sentence as a result of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any consummation of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries)Transactions.

Appears in 1 contract

Samples: Merger Agreement (Merida Merger Corp. I)

Significant Customers and Suppliers. (a) Section 3.19(aSchedule 3.20(a) lists the names of the Seller Disclosure Letter lists each of the ten (10) most significant customers (measured by dollar volume of sales to such customer for the twelve-month period beginning January 1, 2015 and ended December 31, 2012on the date hereof) of each of the Edgepark Medical Supplies Company and Independence Medical business units its Subsidiaries, taken as a whole (the "Significant Customers"), and the approximate dollar amount of the aggregate sales for each such Significant Customer during such period. None of the Significant Customers has terminated its relationship with the Company or the its Subsidiaries. Neither the Company nor any of the its Subsidiaries has received any written or, to the Knowledge knowledge of the Company, oral oral, notice that any Significant Customer has ceased, or will cease, to use the products, equipment, goods or services of the Company or any of the its Subsidiaries or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(bSchedule 3.20(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the its Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period beginning January 1, 2015 and ended December 31, 2012 on the date hereof and (ii) each sole source supplier of the Company or any of its Subsidiaries (such suppliers, suppliers in clauses (i) and (ii) are collectively referred to as "Significant Suppliers”) and the amount for which each such Significant Supplier invoiced the Company or any of the Subsidiaries during such period"). None of the Significant Suppliers has terminated its relationship with the Company or the its Subsidiaries. Neither the Company nor any of the its Subsidiaries has received any written or, to the Knowledge knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of its Subsidiaries after the Subsidiaries date hereof on terms and conditions similar in all material respects to those imposed on current sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the its Subsidiaries).

Appears in 1 contract

Samples: Merger Agreement (Cabot Microelectronics Corp)

Significant Customers and Suppliers. (a) Section 3.19(a) of the Seller Disclosure Letter lists the ten (10) most significant customers (measured by dollar volume of sales to such customer for the twelve-month period ended December 31, 2012) of each of the Edgepark Medical Supplies and Independence Medical business units (the “Significant Customers”), and the approximate dollar amount of the aggregate sales for each such Significant Customer during such period. None of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any of the its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that outstanding material disputes concerning any Significant Customer has ceased, or will cease, to use the products, equipment, goods products or services of developed, manufactured, marketed, sold, licensed, made available, provided or distributed by the Company or its Subsidiaries (“Company Products”) with any customer who in the fiscal years ended March 31, 2018 or March 31, 2019 was one of the twenty (20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries or has substantially reducedby such customers (each, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which a “Significant Customer”). Except as would not reasonably be expected to be material to the Company and the its Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume neither the Company nor any of purchases its Subsidiaries has received any written or oral notice from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “any Significant Suppliers”) and the amount for which each Customer that such Significant Supplier invoiced Customer shall not continue as a customer of the Company or any of the its Subsidiaries during or that such period. None of the Significant Suppliers has terminated its relationship Customer intends to terminate or materially modify any existing Contracts with the Company or the any of its Subsidiaries. . (b) Neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who in the fiscal years ended March 31, 2018 or March 31, 2019 was one of the twenty (20) largest suppliers of Company Products based on amounts paid or payable by the Company and its Subsidiaries to such supplier (each, a “Significant Supplier”). Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, or oral notice that from any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods that such Significant Supplier shall not continue as a supplier to the Company or any of the its Subsidiaries on terms and conditions similar in all material respects or that such Significant Supplier intends to those imposed on sales to terminate or materially modify existing Contracts with the Company and the Subsidiaries over the nine (9) months prior to the date or any of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the its Subsidiaries).

Appears in 1 contract

Samples: Merger Agreement (Kemet Corp)

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Significant Customers and Suppliers. (a) Section 3.19(aSchedule 5.22(a) of the Seller Disclosure Letter lists the ten (10) most significant customers (measured by dollar volume of sales to such customer sets forth, in each case for the twelve-month period 12 months ended December 31, 2012) of 2020, each of the Edgepark Medical Supplies 10 largest (i) customers of the Company and Independence Medical business units its Subsidiaries, based upon the amount of revenue generated by the Company and its Subsidiaries from such customers (collectively, the “Significant Customers”), and (ii) suppliers of the approximate dollar Company and its Subsidiaries, based upon the amount of expenditures paid by the aggregate sales for each Company and its Subsidiaries to such suppliers (collectively, the “Significant Customer during such periodSuppliers”). None As of the date hereof, there are no outstanding, and since December 31, 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither Significant Suppliers, on the other hand. (b) Since December 31, 2019 through the date hereof, neither the Company nor any of the its Subsidiaries has have received any written ornotice that (i) any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii) there has been or will be any material adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the Knowledge current terms applicable to such Significant Customer’s or Significant Supplier’s dealings with the Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. To the knowledge of the Company, oral notice that any no Significant Customer or Significant Supplier has ceased, or will cease, to use the products, equipment, goods or services of otherwise given the Company or any of the its Subsidiaries any indication or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced threatened the Company or any of its Subsidiaries in writing or orally that it will take any action described in the Subsidiaries during such period. None preceding sentence as a result of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any consummation of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries)Transactions.

Appears in 1 contract

Samples: Merger Agreement (Gores Holdings VI, Inc.)

Significant Customers and Suppliers. (a) Section 3.19(aSchedule 5.22(a) sets forth for the twelve (12) months ended December 31, 2019 each of the Seller Disclosure Letter lists the ten (10) most significant largest (i) customers of the Company and its Subsidiaries, based upon the amount of revenue generated by the Company and its Subsidiaries from such customers (measured by dollar volume of sales to such customer for the twelve-month period ended December 31collectively, 2012) of each of the Edgepark Medical Supplies and Independence Medical business units (the “Significant Customers”), and (ii) suppliers of the approximate dollar Company and its Subsidiaries, based upon the amount of expenditures paid by the aggregate sales for each Company and its Subsidiaries to such suppliers (collectively, the “Significant Customer during such periodSuppliers”). None As of the date hereof, there are no outstanding, and since December 31, 2017 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries and any of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither Significant Suppliers. (b) Since January 1, 2019 through the date hereof, neither the Company nor any of the its Subsidiaries has received any written ornotice that (i) any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii) there has been or will be any material adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the Knowledge current terms applicable to such Significant Customer’s or Significant Supplier’s dealings with the Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. To the knowledge of the Company, oral notice that any no Significant Customer or Significant Supplier has ceased, or will cease, to use the products, equipment, goods or services of otherwise given the Company or its Subsidiaries any of the Subsidiaries indication or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced threatened the Company or its Subsidiaries in writing or orally that it will take any action described in the preceding sentence as a result of the Subsidiaries during such period. None consummation of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries)Transactions.

Appears in 1 contract

Samples: Merger Agreement (Gores Metropoulos, Inc.)

Significant Customers and Suppliers. (a) Section 3.19(aSchedule 5.22(a) of the Seller Disclosure Letter lists the ten (10) most significant customers (measured by dollar volume of sales to such customer sets forth, in each case for the twelve-month period 12 months ended December 31, 2012) of 2020, each of the Edgepark Medical Supplies 10 largest (i) customers of the Company and Independence Medical business units its Subsidiaries, based upon the amount of revenue generated by the Company and its Subsidiaries from such customers (collectively, the “Significant Customers”), and (ii) suppliers of the approximate dollar Company and its Subsidiaries, based upon the amount of expenditures paid by the aggregate sales for each Company and its Subsidiaries to such suppliers (collectively, the “Significant Customer during such periodSuppliers”). None As of the date hereof, there are no outstanding, and in the past three years, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers has terminated its relationship with the Company or the Subsidiaries. Neither Significant Suppliers, on the other hand. (b) In the past three years, neither the Company nor any of the its Subsidiaries has have received any written ornotice that (i) any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii) there has been or will be any material adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the Knowledge current terms applicable to such Significant Customer’s or Significant Supplier’s dealings with the Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. To the knowledge of the Company, oral notice that any no Significant Customer or Significant Supplier has ceased, or will cease, to use the products, equipment, goods or services of otherwise given the Company or any of the its Subsidiaries any indication or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services. (b) Section 3.19(b) of the Seller Disclosure Letter lists the names of each of (i) the ten (10) most significant suppliers from which the Company and the Subsidiaries, taken as a whole, purchased materials, supplies, services and other goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2012 (such suppliers, in clauses (i) and (ii) are collectively referred to as “Significant Suppliers”) and the amount for which each such Significant Supplier invoiced threatened the Company or any of its Subsidiaries in writing or orally that it will take any action described in the Subsidiaries during such period. None preceding sentence as a result of the Significant Suppliers has terminated its relationship with the Company or the Subsidiaries. Neither the Company nor any consummation of the Subsidiaries has received any written or, to the Knowledge of the Company, oral notice that any Significant Supplier has ceased or will cease after the date hereof, to supply materials, supplies, services and other goods to the Company or any of the Subsidiaries on terms and conditions similar in all material respects to those imposed on sales to the Company and the Subsidiaries over the nine (9) months prior to the date of this Agreement (other than in respect of terms and conditions that are not adverse to the Company and the Subsidiaries)Transactions.

Appears in 1 contract

Samples: Merger Agreement (Gores Holdings VIII Inc.)

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