Top Customers and Suppliers. Schedule 4.24 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the Company or intends to stop, decrease or limit materially its products or services to any of the Company or its usage or purchase of the products or services of any of the Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against any of the Company, (iv) the Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Company with any Top Supplier or Top Customer.
Appears in 2 contracts
Samples: Merger Agreement (PowerUp Acquisition Corp.), Merger Agreement (Semper Paratus Acquisition Corp)
Top Customers and Suppliers. Schedule 4.24 Section 2.26 of the Company Disclosure Letter lists, by dollar volume received or paid, as applicable, paid for each of (ai) the twelve twenty-four (1224) months ended on the December 31, 2022 2014 and (bii) the period from January 1, 2023 2015 through the Interim Balance Sheet DateJune 30, 2016, the ten five (105) largest customers of the Company Group (the “Top Customers”) and the ten (10) 5 largest suppliers of goods or services to the Company Group (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of each of the Company or any Company Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled threatened to cancel or otherwise terminatedterminate, or, to the Company’s Knowledgeknowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the Company or a Company Subsidiary or intends to stop, decrease or limit materially its products or services to any of the Company or the Company Subsidiaries or its usage or purchase of the products or services of Company or any of the CompanyCompany Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any of the Company or the Company Subsidiaries or seek to exercise any remedy against any of the CompanyCompany or the Company Subsidiaries, (iv) neither the Company nor any Company Subsidiary has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents other ancillary documents contemplated thereto will not adversely affect the relationship of any of the Company or the Company Subsidiaries with any Top Supplier or Top Customer.
Appears in 2 contracts
Samples: Share Exchange Agreement (China Teletech Holding Inc), Share Exchange Agreement (China Teletech Holding Inc)
Top Customers and Suppliers. Schedule 4.24 4.23 lists, by dollar volume received by or paidpaid to the LLP Companies (in aggregate), as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company LLP Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company LLP Companies (the “Top SuppliersVendors”), along with the amounts of such dollar volumes. The relationships of the each LLP Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier Vendor or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or given written or, to the Company’s ’ Knowledge, intends oral notice to materially modify (in a negative way), the Company to cancel or otherwise terminate, any material relationships of such Person with the an LLP Company, (ii) no Top Supplier Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the an LLP Company or intends to stop, decrease or limit materially its products or services to any of the LLP Company or its usage or purchase of the products or services of any of the LLP Company, (iii) to the Company’s Knowledge, no Top Supplier Vendor or Top Customer intends to refuse to pay any material amount due to the any LLP Company or seek to exercise any remedy against any of the LLP Company, (iv) the no LLP Company has not within the past two (2) years since January 1, 2022 been engaged in any material dispute with any Top Supplier Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents Transactions will not adversely affect the relationship of any of the LLP Company with any Top Supplier Vendor or Top Customer.
Appears in 2 contracts
Samples: Business Combination Agreement (Two), Business Combination Agreement (Two)
Top Customers and Suppliers. Schedule 4.24 Section 2.25 of the Company Disclosure Letter lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) five largest customers of the Company Shuhai Group (the “Top Customers”) and the ten (10) five largest suppliers of goods or services to the Company Shuhai Group (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of each of the Company or any Shuhai Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) six months has materially modified (in a negative way), cancelled threatened to cancel or otherwise terminatedterminate, or, to the Company’s Knowledgeknowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) six months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the Company or a Shuhai Subsidiary or intends to stop, decrease or limit materially its products or services to any of the Company or the Shuhai Subsidiaries or its usage or purchase of the products or services of Company or any of the CompanyShuhai Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any of the Company or the Shuhai Subsidiaries or seek to exercise any remedy against any of the CompanyCompany or the Shuhai Subsidiaries, (iv) neither the Company nor any Shuhai Subsidiary has not within the past two (2) years six months been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents other ancillary documents contemplated thereto will not adversely affect the relationship of any of the Company or the Shuhai Subsidiaries with any Top Supplier or Top Customer.
Appears in 2 contracts
Samples: Share Exchange Agreement (Datasea Inc.), Share Exchange Agreement (Datasea Inc.)
Top Customers and Suppliers. Schedule 4.24 lists, by dollar volume received or paid, as applicable, for each The relationships of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, Target Companies with the ten (10) largest customers of the Company Target Companies (by dollar volume received for the twelve (12) month period ending on the Interim Balance Sheet Date) (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Target Companies (by dollar volume paid for the twelve (12) month period ending on the Interim Balance Sheet Date) (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers ) are good commercial working relationships relationships, and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or or, to the Company’s Knowledge, intends to modify materially its material relationships with any of the a Target Company or intends to stop, decrease or limit materially its products or services to any of the Target Company or its usage or purchase of the products or services of any of the Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any material amount due to the any Target Company or seek to exercise any remedy against any of the Target Company, (iv) the no Target Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Target Company with any Top Supplier or Top CustomerCustomer in any material respect.
Appears in 1 contract
Samples: Merger Agreement (Forum Merger Corp)
Top Customers and Suppliers. Schedule 4.24 5.26 of the Fathom Schedules lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2020, and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet DateMarch 31, 2021, the ten (10) largest customers of Fathom and its Subsidiaries, taken as a whole (other than the Company following Subsidiaries of Fathom: Centex Machine and Welding Inc., Precision Process LLC, Sureshot Precision, LLC and Laser Manufacturing, Inc.) (the “Top Customers”) ), and the ten (10) largest suppliers of goods or services to Fathom and its Subsidiaries, taken as a whole (other than the Company following Subsidiaries of Fathom: Centex Machine and Welding Inc., Precision Process LLC, Sureshot Precision, LLC, Laser Manufacturing, Inc., Majestic Metals, LLC and Xxxx Two Engineering, LLC) (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company Fathom and each of its Subsidiaries, as applicable, with such suppliers and customers are good commercial working relationships and as of the date of this Agreement (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled canceled or otherwise terminated, or, to the Company’s Knowledgeknowledge of Fathom, threatened or intends to materially modify (in a negative way)cancel, cancel not renew, or otherwise terminate, any of such Person’s material relationships or material business with Fathom or any of such Person with the Companyits Subsidiaries, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge of Fathom, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with Fathom or any of the Company its Subsidiaries or intends to stop, decrease or limit materially its products or services to Fathom or any of the Company its Subsidiaries or its usage or purchase of the products or services of Table of Contents Fathom or any of the Companyits Subsidiaries, (iii) to the Company’s Knowledgeknowledge of Fathom, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company Fathom or any of its Subsidiaries or seek to exercise any remedy against any Fathom or any of the Companyits Subsidiaries, (iv) the Company none of Fathom or any of its Subsidiaries has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge of Fathom, the consummation of the transactions contemplated in this Agreement and the Ancillary Transaction Documents will not adversely affect the relationship of Fathom or any of the Company its Subsidiaries with any Top Supplier or Top Customer.
Appears in 1 contract
Samples: Business Combination Agreement (Altimar Acquisition Corp. II)
Top Customers and Suppliers. Schedule 4.24 Section 2.25 of the Cody Disclosure Letter lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) five largest customers of the Company Cody (the “Top Customers”) and the ten (10) five largest suppliers of goods or services to the Company Cody (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company Cody with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) six months has materially modified (in a negative way), cancelled threatened to cancel or otherwise terminatedterminate, or, to the CompanyCody’s Knowledgeknowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) six months decreased materially or, to the CompanyCody’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the Company Cody or intends to stop, decrease or limit materially its products or services to any of the Company Cody or its usage or purchase of the products or services of any of the CompanyCody, (iii) to the CompanyCody’s Knowledgeknowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the Company Cody or seek to exercise any remedy against any of the CompanyCody, (iv) the Company Cody has not within the past two (2) years six months been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the CompanyCody’s Knowledgeknowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents other ancillary documents contemplated thereto will not adversely affect the relationship of any of the Company Cody with any Top Supplier or Top Customer.
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Top Customers and Suppliers. Schedule 4.24 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2020, and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Target Companies (the “Top Suppliers”), ) along with the amounts of such dollar volumes. The relationships of the each Target Company with such suppliers and customers are good commercial working relationships and as of the date of this Agreement (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the a Target Company or intends to stop, decrease or limit materially its products or services to any of the Target Company or its usage or purchase of the products or services of any of the Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the any Target Company or seek to exercise any remedy against any of the Target Company, (iv) the no Target Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Target Company with any Top Supplier or Top Customer.
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Top Customers and Suppliers. Schedule 4.24 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Company Balance Sheet Date, the ten (10) largest customers of the Company Target Companies (the “Company Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Target Companies (the “Company Top SuppliersVendors”), along with the amounts of such dollar volumes. The relationships of the each Target Company with such suppliers and customers are good commercial working relationships and (i) no Company Top Supplier Vendor or Company Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Company Top Supplier Vendor or Company Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the a Target Company or intends to stop, decrease or limit materially its products or services to any of the Target Company or its usage or purchase of the products or services of any of the Target Company, (iii) to the Company’s Knowledge, no Company Top Supplier Vendor or Company Top Customer intends to refuse to pay any amount due to the any Target Company or seek to exercise any remedy against any of the Target Company, (iv) the no Target Company has not within the past two (2) years been engaged in any material dispute with any Company Top Supplier Vendor or Company Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement Transactions and the Ancillary Documents will not adversely affect the relationship of any of the Target Company with any Company Top Supplier Vendor or Company Top Customer.
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Top Customers and Suppliers. Schedule 4.24 3.24 of the Company Disclosure Schedules lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2019 and (b) the period from January 1, 2023 2020 through the Interim Balance Sheet Date, the ten twenty (1020) largest customers of the Company Acquired Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Acquired Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the each Acquired Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the an Acquired Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, or to the Company’s Knowledge, threatened to stop, decrease or limit materially, or to the Company’s Knowledge, intends to modify materially its material relationships with any of an Acquired Company or, to the Company or Company’s Knowledge, intends to stop, decrease or limit materially its products or services to any of the Acquired Company or its usage or purchase of the products or services of any of the Acquired Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any material amount due to the any Acquired Company or seek to exercise any remedy against any of the Acquired Company, (iv) the no Acquired Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Transaction Documents will not adversely affect the relationship of any of the Acquired Company with any Top Supplier or Top Customer.
Appears in 1 contract
Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)
Top Customers and Suppliers. Schedule 4.24 lists, by dollar volume received or paid, as applicable, for each The relationships of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, Acquired Corporations with the ten (10) largest customers of the Company Acquired Corporations (by dollar volume received for the twelve (12) month period ending on the date of the Balance Sheet) (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Acquired Corporations (by dollar volume paid for the twelve (12) month period ending on the date of the Balance Sheet) (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships relationships, and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Knowledge of the Company’s Knowledge, given notice that it intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the Companyan Acquired Corporation, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company’s Knowledge, threatened to stop, decrease or limit materially, or given notice that it intends to modify materially its material relationships with any of the Company an Acquired Corporation or intends to stop, decrease or limit materially its products or services to any of the Company Acquired Corporation or its usage or purchase of the products or services of any of the CompanyAcquired Corporation, (iii) to the Knowledge of the Company’s Knowledge, no Top Supplier or Top Customer has given notice that it intends to refuse to pay any material amount due to the Company any Acquired Corporation or seek to exercise any remedy against any of the Company, Acquired Corporation and (iv) the Company no Acquired Corporation has not within the past two one (21) years year been engaged in any material dispute with any Top Supplier or Top CustomerCustomer other than any disputes which would not, and (v) individually or in the aggregate, be reasonably likely to the Company’s Knowledge, the consummation have a Material Adverse Effect. A list of the transactions contemplated Top Customers and Top Suppliers is set forth in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Company with any Top Supplier or Top CustomerSchedule 3.26.
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Top Customers and Suppliers. Schedule Section 4.24 of the Company Disclosure Schedules lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 2021 and (b) the period from January 1, 2023 2021 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the Company Target Companies with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the a Target Company or intends to stop, decrease or limit materially its products or services to any of the Target Company or its usage or purchase of the products or services of any of the Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to the any Target Company or seek to exercise any remedy against any of the Target Company, (iv) the no Target Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Target Company with any Top Supplier or Top Customer.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pono Capital Two, Inc.)
Top Customers and Suppliers. Schedule 4.24 Section 2.26 of the Company Disclosure Letter lists, by dollar volume received or paid, as applicable, paid for each of (ai) the twelve (12) months ended on the December 31, 2022 2013 and (bii) the period from January 1, 2023 2014 through the Interim Balance Sheet DateSeptember 31, 2014, the ten five (105) largest customers of the Company Group (the “Top Customers”) and the ten (10) 5 largest suppliers of goods or services to the Company Group (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of each of the Company or any Company Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled threatened to cancel or otherwise terminatedterminate, or, to the Company’s Knowledgeknowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledgeknowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the Company or a Company Subsidiary or intends to stop, decrease or limit materially its products or services to any of the Company or the Company Subsidiaries or its usage or purchase of the products or services of Company or any of the CompanyCompany Subsidiary, (iii) to the Company’s Knowledgeknowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any of the Company or the Company Subsidiaries or seek to exercise any remedy against any of the CompanyCompany or the Company Subsidiaries, (iv) neither the Company nor any Company Subsidiary has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledgeknowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents other ancillary documents contemplated thereto will not adversely affect the relationship of any of the Company or the Company Subsidiaries with any Top Supplier or Top Customer.
Appears in 1 contract
Samples: Share Exchange Agreement (China Teletech Holding Inc)
Top Customers and Suppliers. Schedule 4.24 6.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of the each Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends provided written notice of its intent to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened in writing to stop, decrease or limit materially, or intends provided notice in writing of its intent to modify materially its material relationships with any of the a Target Company or intends to stop, decrease or limit materially its products or services to any of the Target Company or its usage or purchase of the products or services of any of the Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends has provided notice in writing of its intent to refuse to pay any material amount due to the any Target Company or seek to exercise any remedy against any of the Target Company, (iv) the no Target Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s Knowledge, no Top Supplier or Top Customer has provided written notice that the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Target Company with any Top Supplier or Top Customer.
Appears in 1 contract
Samples: Business Combination Agreement (Edoc Acquisition Corp.)
Top Customers and Suppliers. Schedule 4.24 5.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31June 30, 2022 2021 and (b) the period from January July 1, 2023 2022 through the Interim Balance Sheet Date, the ten (10) largest customers of the Company Lexasure Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Company Lexasure Companies (the “Top SuppliersVendors”), along with the amounts of such dollar volumes. The relationships of the each Lexasure Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier Vendor or Top Customer within the last twelve (12) months has materially modified (in a negative way), cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to materially modify (in a negative way), cancel or otherwise terminate, any material relationships of such Person with the a Lexasure Company, (ii) no Top Supplier Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with any of the a Lexasure Company or intends to stop, decrease or limit materially its products or services to any of the Lexasure Company or its usage or purchase of the products or services of any of the Lexasure Company, (iii) to the Company’s Knowledge, no Top Supplier Vendor or Top Customer intends to refuse to pay any amount due to the any Lexasure Company or seek to exercise any remedy against any of the Lexasure Company, (iv) the no Lexasure Company has not within the past two (2) years been engaged in any material dispute with any Top Supplier Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not adversely affect the relationship of any of the Lexasure Company with any Top Supplier Vendor or Top Customer.
Appears in 1 contract
Samples: Business Combination Agreement (Capitalworks Emerging Markets Acquisition Corp)