Customers, Vendors and Suppliers. [Schedule 4.18] sets forth a complete and accurate list of all Significant Customers and Significant Vendors/Suppliers. “Significant Customers” are: # the ten (10) customers that have purchased the most, in terms of dollar value and volume, products or services sold by the Seller Entities during the year ended ​; and # the ten (10) customers that have purchased the most, in terms of dollar value and volume, products or services sold by the Seller Entities during the twelve month period ended ​. “Significant Vendors/Suppliers” are: # the ten (10) vendors and/or suppliers that have sold the most, in terms of dollar value and volume, products or services to the Target Entities during the year ended ​ or # the ten (10) vendors and/or suppliers that are expected to sell the most, in terms of dollar value and volume, products or services to the Target Entities during the 2017 fiscal year. Except as set forth in [Schedule 4.18], true, correct and complete copies of all material written Contracts with Significant Customers and Significant Vendors/Suppliers have been provided to Purchaser. Since the date of the Latest Balance Sheet, no Significant Customer or Significant Vendor/Supplier has given any Target Entity written Notice terminating, canceling or reducing, or threatening to terminate, cancel or reduce, any Contract or relationship with such Target Entity. Since ​, except as set forth in [Schedule 4.18], no Significant Customer: # has notified in writing any Target Entity that the same no longer meets such Significant Customer’s quality specifications or any certification requirements imposed upon the Target Entities or # has threatened in writing to terminate such Significant Customer’s Contract or relationship with such Target Entity. Except as set forth in [Schedule 4.18], since the date of the Latest Balance Sheet, no Significant Customer or Significant Vendor/Supplier has proposed in writing, or given any Target Entity written Notice of its intention to propose, any price structure changes or any other changes to any Contract with such Target Entity, nor, to the Knowledge of Sellers, does any Significant Customer or Significant Vendor/Supplier intend to propose a change to the price structure of any such Contract or any other change to any such Contract. For purposes of this [Section 4.18], the term Significant Vendors/Suppliers excludes lessors, insurance providers, utilities and professional service providers (including subcontractors who provide services under vendor managed service agreements and auditors and attorneys).

There is no indication that any customer or supplier of the Company intends to terminate or modify its relationship with the Company, or that the consummation of the transactions contemplated by this Agreement and the Transaction Documents will adversely affect the post-Closing relationship of the Buyer with any of the Company’s customers or suppliers.

Customers and Suppliers. [Schedule 4.1.20] lists # top customers from which the Company derived in the aggregate at least 80% or more of its total annual revenues for the fiscal year ended ​ and for the period beginning on ​ and ending on the end of the calendar month prior to the Closing Date (“Top Customers”) and # all suppliers to whom the Company paid more than 10% of its total purchases for the fiscal year ended ​ and for the period beginning on ​ and ending on the end of the calendar month prior to the Closing Date (“Top Suppliers”). Except as set forth on [Schedule 4.1.20], # the Company has not received written or, to the Knowledge of the Seller, verbal notice that any Top Customer or Top Supplier intends to terminate its relationship with the Company or to substantially reduce the amount of business it does with the Company, and Seller does not have any Knowledge of any such intention and # the Company is not involved in any dispute with any Top Customer or Top Supplier, that individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect.

. Recognition of ​’s Legitimate Interests. Executive understands and acknowledges that ​ competes in North America and throughout the world in Business. As part of Executive’s employment with ​, Executive acknowledges Executive will have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of ​. In addition, Executive will have access to and contact with vendors, suppliers, customers and prospective vendors, suppliers and customers of ​, in which capacity Executive is expected to develop good relationships with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate knowledge regarding the products and services of ​. Executive recognizes and agrees that ​ has spent and will continue to spend substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that many customers, suppliers and vendors are long term customers, suppliers and vendors of ​, and that all customers, suppliers, vendors and accounts that Executive may deal with during Executive’s employment with ​, including any customers, suppliers, vendors and accounts acquired for ​ by Executive, are the customers, suppliers, vendors and accounts of ​. Executive acknowledges that ​’s competitors, customers, suppliers and vendors would obtain an unfair advantage if Executive disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor, used it on a competitor’s, customer’s, supplier’s or vendor’s behalf (except for the benefit of ​), or if Executive were able to exploit the relationships Executive develops as an employee of ​ to Solicit or direct business on behalf of a competitor, customer, supplier or vendor.

investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

“Non-Priority Trade Claims” means claims held by vendors, suppliers and/or other trade creditors that are not Priority Trade Claims.

Definition and Access. Employee acknowledges that performance of Employee’s duties under this Agreement necessarily involves access to and familiarity with highly sensitive, confidential, and proprietary information of Company which includes, without limitation, information about Company’s products, formulations, product strategies, product development and production processes, customers and prospective customers, the buying patterns and needs of customers and prospective customers, vendors and suppliers, pricing, quoting, costing systems, billing and collection procedures, proprietary software and the source code thereof, financial and accounting data, data processing and communications, technical data, marketing concepts and strategies, business plans, mergers and acquisitions, research and development of new or improved products and services, and general know-how regarding the business of Company and its products (collectively referred to herein as “Confidential Information”).

· deal fairly with all customers and suppliers, including competitors;

"Goodwill" means the value of the relationships between the Company and its agents, customers, vendors, labs, and employees.

The term “solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering, procuring or obtaining products or services similar to those ​ offered or required during the tenure of Executive’s employment with ​ or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.

Recognition of ​’s Legitimate Interests. Executive understands and acknowledges that ​ competes in North America and throughout the world in the research, manufacture, marketing, sale, distribution and/or placement of steel or steel products (including but not limited to flat-rolled steel, steel shapes, structural steel, light gauge steel framing, steel plate, steel joists and girders, steel deck, steel fasteners, metal building systems, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, special quality bar products, guard rail, fabricated concrete reinforcement bars, and structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and direct reduced iron) (all such activities, collectively, the “Business”). As part of Executive’s employment with ​, Executive acknowledges he will continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of ​. In addition, Executive will continue to have access to training opportunities, contact with vendors, customers and prospective vendors and customers of ​, in which capacity he is expected to develop good relationships with such vendors, customers and prospective vendors and customers, and will gain intimate knowledge regarding the products and services of ​. Executive recognizes and agrees that ​ has spent and will continue to spend substantial effort, time and money in developing relationships with its vendors and customers, that many such vendors and customers have long term relationships with ​, and that all vendors, customers and accounts that Executive may deal with during his employment with ​, are the vendors, customers and accounts of ​. Executive acknowledges that ​’s competitors would obtain an unfair advantage if Executive disclosed ​’s Secret Information or Confidential Information (as defined in [Sections 8 and 9]9], respectively) to a competitor, used it on a competitor’s behalf, or if he were able to exploit the relationships he develops as an employee of ​ to solicit business on behalf of a competitor.

· respect CAE’s customers' and suppliers' freedom to conduct business as they see fit;

“CAE proprietary information” means all information received by you relating to CAE, its employees, customers, subcontractors, suppliers, business partners/team members and potential acquisition targets, in oral, written, electronic or other form, including without limitation processes, formulas, research data, developments, marketing information, customers and/or suppliers lists, prices, costs, and salaries.

intentional damage by Employee to Employer’s assets or property or the assets or property of Employer’s customers, vendors, or employees;