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Customers
Customers contract clause examples

Customers. [Schedule 2.20] sets forth a true, correct and compete list of # the top ten (10) customers of the Company and its Subsidiaries for the fiscal year ended December 31, 2020, and # the top ten (10) customers of the Company and its Subsidiaries for the six (6) month period ending on June 30, 2021 (in each case, based on the revenue generated) (each, a “Material Customer”, and collectively, the “Material Customers”), showing the approximate total sales to each such customer during the applicable period and the percentage of the total sales of the Company and its Subsidiaries represented by such sales. Since January 1, 2021, no Material Customer has # canceled or otherwise terminated, or, to the Knowledge of the Company, threatened to cancel or terminate, its relationship with the Company or any of its Subsidiaries, or # decreased or limited materially or, to the Knowledge of the Company, threatened to decrease or limit materially, its business with the Company or any of its Subsidiaries or indicated any intent to modify materially its relationship with the Company or any of its Subsidiaries. No Material Customer has made an indemnification or similar claim against the Company or any of its Subsidiaries and, to the Knowledge of the Company, no basis for any such claim by any Material Customer exists. Neither the Company nor any of its Subsidiaries is currently involved in any material dispute with any Material Customer and, to the Knowledge of the Company, no basis for any such dispute exists.

Dexycu” means the EyePoint product referred to by EyePoint as “Dexycu,” which comprises nine percent (9%) dexamethasone intraocular suspension for ophthalmic use, together with all modifications, improvements, and enhancements thereto.

Customers. During your employment with the Employer and during the Restriction Period, you agree that you will not, either directly [[Address A:Address]] through others, solicit, divert [[Address A:Address]] appropriate, [[Address A:Address]] attempt to solicit, divert [[Address A:Address]] appropriate any customer [[Address A:Address]] actively sought prospective customer of the Group for the purpose of providing such customer [[Address A:Address]] actively sought prospective customer with services [[Address A:Address]] products competitive with those offered by the Group during your employment with the Employer.

Customers. Seller has not received any notice, and has no reason to believe, that any of Seller’s customers who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $500,000 for the most recent fiscal year (collectively, the "Material Customers") has ceased, or intends to cease after the Closing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business.

Of Customers. You will not, directly or indirectly, at any time during the period of your employment or for a period of twenty-four (24) months following your Termination Date solicit, divert, or take away or supervise any other person, firm, or other entity in soliciting, diverting, or taking away any Customer or Prospective Customer of the Company for the purpose of selling, performing or providing Business Services to that Customer or Prospective Customer.

Customers, Suppliers. Executive does not have, and at any time during the Term shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, Executive, director, officer, agent, consultant or otherwise) any customer of or supplier to the Company or the Company Entities.

Of Customers. Employee will not directly or indirectly at any time during the period of Employee’s employment or for a period of twenty-four (24) months following the termination of that employment (whether voluntarily or involuntarily), directly or indirectly, solicit, divert, or take away or supervise any other person, firm, or other entity in soliciting, diverting, or take away any Customer or Prospective Customer of the Company for the purpose of selling, performing or providing business services to that Customer or Prospective Customer.

Customers, Suppliers. Executive does not have, and at any time during the Term shall not have, any employment with or any direct or indirect interest in (as owner, partner, shareholder, employee, director, officer, agent, consultant or otherwise) any customer of or supplier to the Company or the Company Entities.

Approved Customers. Licensee shall sell and shall require that its Distributors sell, Licensed Products only to # those specialty shops, department stores and retail outlets, including E-Commerce accounts, whose operations are consistent with the prestige of the Trademarks and THL’s sales policies and which have been pre-approved in writing by THL in its sole discretion, (together with the accounts set forth in [clauses (c) and (d) herein], “Approved Accounts”), # THL and its Affiliates, Licensed Stores and Licensed Sites # corporate accounts for the use of the employees of such corporate accounts (“Approved Corporate Accounts”), provided such accounts have been approved in writing by THL and provided further that such accounts do not sell alcohol, tobacco, gaming or firearms products; and # advertising specialty companies for resale only to Approved Corporate Accounts, for the use of their employees, and not for resale, provided that such advertising specialty companies shall, prior to receiving any Licensed Products from Licensee, execute an agreement providing for such limitation on resale. [Exhibit G] sets forth a list of Approved Accounts as of the Effective Date. Prior to the opening of each selling season and whenever Licensee wishes to sell Licensed Products to customers not previously approved, Licensee shall submit a list of its proposed customers for THL’s written approval. THL shall have the right to revoke its approval of an Approved Account or Approved Corporate Account upon 30 days prior written notice to Licensee, if THL determines in its sole discretion that the customer no longer meets its standards. Notwithstanding the foregoing, Licensee shall be permitted to fulfill any orders to such account that were firm prior to such revocation. Licensee shall use all commercially reasonable efforts to prevent its customers from selling Licensed Products outside of the Territory. If any such sales occurs after THL has advised Licensee of such sales, Licensee shall stop selling Licensed Products to such customer and such customer shall cease being an Approved Account hereunder. THL may, at Licensee’s expense, purchase any Licensed Products found in the marketplace that Licensee has sold to unapproved customers.

Schedule ‎5.22(a)(1) of the Sellers’ Disclosure Letter sets forth the top 10 customers by revenue of the Acquired Companies for the year ended December 31, 2020 (“Material Customers”). Except as set forth on Schedule ‎5.22(a)(2) of the Sellers’ Disclosure Letter, # all Material Customers continue to be customers of the Acquired Companies and none of such Material Customers has reduced materially its business with the Acquired Companies from the levels achieved during the year ended December 31, 2020, and to the Knowledge of the Acquired Companies no such reduction is currently expected to occur; # no Material Customer has modified or notified the Acquired Companies of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Acquired Companies and to the Knowledge of the Acquired Companies no such modification is currently expected to occur; # no Material Customer has terminated its relationship with the Acquired Companies or to the Knowledge of the Acquired Companies has threatened to do so; # the Acquired Companies are not involved in any claim, dispute or controversy with any Material Customer; and # the Acquired Companies are not involved in any material claim, dispute or controversy with any of their other customers.

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