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 December 31, 2015 and for the period beginning on January 1, 2016 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 December 31, 2015 and for the period beginning on January 1, 2016 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.
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 December 31, 2016; 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 December 31, 2017. “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 December 31, 2016 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 January 1, 2018, 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).
Significant Suppliers. [Schedule 4.18] of the Disclosure Schedule sets forth a true and complete list of [[Organization A:Organization]]’s five (5) largest suppliers (each, a “Significant Supplier”). [[Organization A:Organization]] has not received any notice and has no reason to believe that # any Significant Supplier has any plan or intention to terminate, cancel, not renew or otherwise material and adversely modify its relationship with [[Organization A:Organization]], including by materially reducing the products offered to [[Organization A:Organization]], or # the consummation of the transactions contemplated by this Agreement will adversely affect the relationship with any Significant Supplier.
Customers and Suppliers
. 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.
Confidential Information shall mean all non-public and all proprietary information relating to the Company and its customers, products and services, including, without limitation, the following: # all information and records concerning products or services provided to customers or procured from suppliers; # all information concerning pricing and cost policies, the prices charged to customers or paid to suppliers, the volume or orders of customers and with suppliers and other information concerning the transactions with customers and suppliers or proposed customers and suppliers; # the customer lists; # financial information; # information concerning salaries or wages paid to, the work records of and other personnel information relative to employees; # information concerning the marketing programs or strategies; and # confidential information of other Persons which the Company is required to maintain in confidence. The term Confidential Information shall not include information which is or becomes in the public domain without any violation by the party disclosing such information of a contractual, legal or fiduciary obligation to the Company.
prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any employees; proprietary information of any customers, suppliers or vendors of ; information about ’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about ’s overall corporate business strategy; and technological innovations used in ’s business, to the extent that such information does not fall within the definition of Secret Information.
Executive agrees not to willingly or knowingly make any statement or criticism which would reasonably be expected to cause the Company’s customers, suppliers, clients or directors or officers embarrassment, humiliation or otherwise cause or contribute to the Company's customers, suppliers, clients or directors or officers being held in disrepute by the public or by the clients, customers, suppliers or employees of the Company, except as required by law. Executive agrees not to willingly or knowingly make any statement or criticism which would reasonably be expected to cause the Company embarrassment, humiliation or otherwise cause or contribute to the Company being held in disrepute by the public or the clients, customers, suppliers or employees of the Company.
- prices or other terms of sale to customers or from suppliers;
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