Customers and Suppliers Section 4.17(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of the current customers (other than customers of spot sales of less than one year) of the Company and its Subsidiaries (the “Company Customers”). Section 4.17(b) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of each supplier (i) that constitutes a sole or primary source of supply to the Company or any of its Subsidiaries, (ii) to which the Company or its Subsidiaries made payments in excess of $100,000 during the year ended December 31, 2013, or (iii) that is otherwise material to the operation of the Company’s business (the “Company Material Suppliers”). The Company’s and its Subsidiaries’ relationships with each of the Company Customers and Company Material Suppliers are good commercial working relationships. Section 4.17(c) of the Seller’s Disclosure Schedule sets forth a list, to the Knowledge of the Seller, of each supplier (i) that constitutes a sole or primary source of supply to the Contractors with respect to the Mining Operations, (ii) to which the Contractors made payments in excess of $100,000 during the year ended December 31, 2013 with respect to the Mining Operations, or (iii) that is otherwise material to the Mining Operations (the “Contractor Material Suppliers”). Except as indicated in Section 4.17(d) of the Seller’s Disclosure Schedule, no Company Customer or Company Material Supplier has canceled, terminated or otherwise materially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries has received notice that any Company Customer might take such action or limit its purchases from or sales to the Company or any of its Subsidiaries, either as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or otherwise. To the Knowledge of the Seller, the Contractors’ relationships with each of the Contractor Material Suppliers are good commercial working relationships. To the Knowledge of the Seller, no Contractor Material Supplier has canceled, terminated or otherwise materially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Contractors, and neither the Company nor any of its Subsidiaries has received notice that any Contractor Material Supplier might take such action or limit its sales to such Contractor.
Suppliers No supplier of products to the Company has ceased shipments to the Company or indicated, to the Company’s best knowledge, an interest in decreasing or ceasing its sales to the Company or otherwise modifying its relationship with the Company, other than in the normal and ordinary course of business consistent with past practices in a manner which would not, individually or in the aggregate, result in a Material Adverse Change.
Supplier A manufacturer, fabricator, distributor, supplier, or vendor of goods or equipment in connection with the Work, or any other party having a Contract or Purchase Order with the Contractor or with a Subcontractor to furnish materials or equipment to be incorporated in the Work by the Contractor or a Subcontractor.
Customers (a) Not later than thirty (30) calendar days nor earlier than sixty (60) calendar days prior to the Closing Date (except as otherwise required by applicable law):
(i) Seller will notify the holders of Deposits to be transferred on the Closing Date that, subject to the terms and conditions of this Agreement, Purchaser will be assuming liability for such Deposits; and
(ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branches and other Persons that either Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any other agreement between Seller and any customer in connection with the transactions contemplated hereby; provided that Seller and Purchaser agree that any joint notices shall not include any dual-branded letters but instead shall include individual bank inserts for each of Seller and Purchaser. A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least five (5) Business Days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. Seller shall have the right to add customer transition information to any customer notifications to be sent by Purchaser pursuant to this Section 4.2 and such information may, at Seller’s option, be included either directly in Purchaser’s notification or in an additional insert that shall accompany the applicable Purchaser notification. Any customer notifications sent by Purchaser pursuant to this Section 4.2 shall only include the last four digits of any account number of Seller. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within forty-five (45) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, the borrowers on the Loans and the lessees of the safe deposit boxes as of a recent date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees as such shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing.
(b) Following the giving of any notice described in paragraph (a) above, Purchaser and Seller shall deliver to each new customer at any of the Branches such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Deposits and to comply with applicable law.
(c) Neither Purchaser nor Seller shall object to the use, by depositors of the Deposits, of payment orders or cashier’s checks issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service xxxx or the proprietary xxxx of Seller or any of its Affiliates.
(d) Seller shall notify Deposit account customers and Loan account customers that, upon the expiration of a post-Closing processing period, which shall be sixty (60) calendar days after the Closing Date, any Items that are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Loan account customers in accordance with this Section 4.2.
Products and Services General Information
Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties:
i.) To hold any third-party proprietary information received by such Employees in the strictest confidence;
ii.) Not to disclose such third-party Confidential Information to any other third party; and
iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.
