Suppliers, Distributors and Customers. Since January 1, 2007 (i) no supplier, distributor or customer of the Company or any of its Subsidiaries has canceled or otherwise terminated its relationship with the Company or any of its Subsidiaries, except for such cancellations and terminations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect; (ii) no supplier, distributor or customer of the Company or any of its Subsidiaries has provided notice to the Company or any of its Subsidiaries of its intent either to terminate its relationship with the Company or any of its Subsidiaries or to cancel any material agreement, including any Company Contract, with the Company or any of its Subsidiaries or (iii) to the Knowledge of the Company, none of the suppliers, distributors or manufacturers for the Company or any of its Subsidiaries is unable to continue to supply, distribute or manufacture the products or services supplied to, distributed for or manufactured for the Company or any of its Subsidiaries by such supplier, distributor or manufacturer consistent with past practices. The Company and its Subsidiaries have no direct or indirect ownership interest in any supplier, distributor, manufacturer or customer of the Company or any of its Subsidiaries that is material to the Company and its Subsidiaries taken as a whole.
Suppliers, Distributors and Customers. (a) Since December 31, 2007:
Suppliers, Distributors and Customers. Since the date of the Company Balance Sheet, no material supplier, distributor or customer of the Company has cancelled or otherwise modified its relationship with the Company in a manner adverse to the Company and, to the knowledge of the Company, no supplier, distributor or customer of the Company has any intention to do so.
Suppliers, Distributors and Customers. Schedule 4.22 lists, by dollar volume for the twelve (12) months ending on the date hereof (a) the ten (10) largest suppliers (by volume) of Seller with respect to the Business, and (b) the ten (10) largest direct purchasers (by volume) of the Business’ products. Seller has used commercially reasonable efforts to maintain, and currently maintains, good working relationships with all of the purchasers and suppliers of the Business. Except as set forth on Schedule 4.22, in the last twelve (12) months, no such supplier, distributor or customer has canceled or otherwise terminated, or threatened in writing to cancel or otherwise terminate, its relationship with Seller with respect to the Business, or has during the last twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its services, supplies or materials to Seller with respect to the Business or its usage or purchase of the services or products of the Business. Seller has no Knowledge that any such supplier or customer intends to decrease or limit materially either its services, supplies or materials provided to Seller with respect to the Business (or to Buyer, after the Closing) or its usage or purchase of services or products of the Business (or of Buyer, after the Closing), or materially adversely alter the terms and conditions under which it conducts business with Seller with respect to the Business..
Suppliers, Distributors and Customers. Schedule 5.23 of the Disclosure Schedule sets forth the name of each customer (“Customer”) and each distributor (“Distributor”) together with the names of any persons or entities with which Company has had a material strategic partnership or similar relationship (“Partner”). No Customer, Distributor or Partner has terminated or materially modified its business relationships with Company, Company is not aware that any Customer, Distributor or Partner is considering or intends to terminate or materially modify its business relationship with Company, and there has been no communication from any Customer, Distributor or Partner which would lead Company reasonably to believe that such Customer, Distributor or Partner is considering or intending to terminate (whether as a result of the Transactions or otherwise) or materially modify its business relationships with Company (whether related to payment, price or otherwise). There has not been any material adverse change in relations with any Customer, Distributor or Partner.
Suppliers, Distributors and Customers. Schedule 2.17 sets forth a listing of each of the entities which are, calculated on the basis of payments made by or payments received by the Company for the 12-month period ended December 31, 1999, (A) the five largest (by dollar volume) raw material suppliers of the Company, (B) the five largest (by dollar volume) distributors of the Company and (C) the five largest (by dollar volume) customers of the Company. Except as set forth in Schedule 2.17, since the date of the December Balance Sheet, no supplier, distributor or customer that is listed in Schedule 2.17 has stopped or materially decreased, or has given notice to the Company that it will stop or materially decrease, the rate of business done with the Company, whether as a result of the transactions contemplated hereby or otherwise (it being understood that no assurance is given that any such supplier, distributor or customer will continue to do business with the Company or that the rate of such business will not decrease). The Company believes that its relationship with the customers listed in Schedule 2.17 is generally good and, except as indicated in Schedule 2.17, that no material disagreement or dispute exists between the Company and any such customer.
Suppliers, Distributors and Customers. The documents and information supplied by Company to Parent or any of its representatives in connection with this Agreement with respect to relationships and volumes of business done with its significant suppliers, distributors and customers are accurate in all material respects. Except as set forth in the Company Disclosure Schedule, during the last twelve (12) months, Company has received no notices of termination or written threats of termination from any of the five (5) largest suppliers, five (5) largest distributors or ten (10) largest customers for Company and its subsidiaries.
Suppliers, Distributors and Customers. Since December 31, 2002, no material supplier, distributor or customer of the Beta Calibrators Business has cancelled or otherwise modified its relationship with the Beta Calibrators Business in a manner that is materially adverse to the Seller and, to the knowledge of the Seller, no supplier, distributor or customer of the Seller has any intention to do so.
Suppliers, Distributors and Customers. The relationships of Travelbyus and its Subsidiaries with their respective suppliers, distributors and customers are satisfactory commercial working relationships. Except as set forth in section 3.21 of the Travelbyus Disclosure Schedule since the date of the Travelbyus Balance Sheet no material supplier, distributor or customer of Travelbyus or any of its Subsidiaries has cancelled or otherwise adversely modified its relationship with Travelbyus or any of its Subsidiaries and to the knowledge of Travelbyus no supplier, distributor or customer of Travelbyus or any of its Subsidiaries has any intention to do so and to the knowledge of Travelbyus none of the execution and delivery by Travelbyus of this Agreement, the performance by Travelbyus of its obligations hereunder and the consummation by Travelbyus of the Transaction will materially adversely affect any such relationship.
Suppliers, Distributors and Customers. The relationships of T24 and its Subsidiaries with their respective suppliers, distributors and customers are satisfactory commercial working relationships. Except as set forth in section 4.21 of the T24 Disclosure Schedule, since the date of the T24 Balance Sheet, no material supplier, -42- distributor or customer of T24 or any of its Subsidiaries has cancelled or otherwise adversely modified its relationship with T24 or any of its Subsidiaries, and to the knowledge of T24, no supplier, distributor or customer of T24 or any of its Subsidiaries has any intention to do so. To the knowledge of T24, none of the execution and delivery by T24 of this Agreement, the performance by T24 of its obligations hereunder and the consummation by T24 of the Transaction including without limitation the making of the T24 Loan Commitment will materially adversely affect any such relationship.
