Clients and Vendors Clause Samples

Clients and Vendors. Seller maintains commercially reasonable relations with each of its clients and vendors, and no event has occurred that could materially and adversely affect Seller’s relations with any client or vendor.

Clients and Vendors. (a) Schedule ‎3.22(a)(i) sets forth a list of the top twenty (20) clients of the Company and its Subsidiaries during each of the 2016 calendar year and the 2017 calendar year through the date of the Interim Financial Statements, ranked by consolidated revenue from each client in each such year (the “Top 20 Clients”) and Schedule ‎3.22(a)(ii) sets forth a list of the top twenty (20) vendors or suppliers or the Company and its Subsidiaries during each of the 2016 calendar year and the 2017 calendar year through the date of the Interim Financial Statements ranked by the aggregate amounts paid to each such vendor or supplier in each such year (the “Top 20 Vendors”). (b) Since January 1, 2016 no Top 20 Client has canceled or otherwise terminated its relationship with the Group Companies or has materially decreased, or indicated in writing to the Company that it intends to materially decrease, its usage or purchase of services from the Group Companies, in each case, other than in the Ordinary Course. To the Knowledge of the Company, the Company has not received any written threat from any Top 20 Client, to terminate or cancel or otherwise materially modify its relationship with the Group Companies or materially decrease or limit its usage or purchase of services from the Group Companies.

Clients and Vendors of the Company Disclosure Schedule contains a complete list of the names of the Clients and Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors for the Company’s fiscal year ended December 31, 2016. To the Knowledge of the Company, no event has occurred that has, in any material respect, adversely affected, or would reasonably be expected to adversely affect, the Company’s relations with any Client or Vendor, since January 1, 2016. Except as set forth in Section 2.22 of the Company Disclosure Schedule, since January 1, 2016 through the date hereof, no Client or Vendor has cancelled, terminated or, to the Knowledge of the Company, made any threat to cancel or otherwise terminate any of its Contracts with the Company or to materially decrease its usage or supply of the Company’s services or products.

Clients and Vendors of the Company Disclosure Schedule contains a complete list of the names of the top 20 Clients and top 20 Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors for the fiscal year ended December 31, 2017. To the Knowledge of the Company, no event has occurred that has adversely affected, or would reasonably be expected to adversely affect, the Company’s or its Subsidiaries’ relations with any Client or Vendor. Except as set forth in Section 2.21 of the Company Disclosure Schedule, no Client or Vendor has cancelled, terminated or, to the Knowledge of the Company, made any threat to cancel or otherwise terminate any of its Contracts with the Company or its Subsidiaries or to materially decrease its usage or supply of the Company’s or its Subsidiaries’ services or products.

Clients and Vendors. (a) Schedule 4.18 contains a list of the ten (10) largest clients of Company and Company Subsidiaries for each of the two (2) most recent fiscal years, determined on the basis of the total dollar amount of gross revenue generated by such clients. Company has not receive any written notice, or to the knowledge of Company, oral notice, indicating a client's intent to terminate its relationship with Company. (b) Schedule 4.18 contains a list of the five (5) largest vendors, subcontractors or other service provider to Company and Company Subsidiaries for each of the two (2) most recent fiscal years determined on the basis of the total dollar amount of purchases from such vendors. Company has not receive any written notice, or to the knowledge of Company, oral notice, indicating that any of such providers will not continue to supply or provide services to Company and Company Subsidiaries.

Clients and Vendors. Section 4.24(a) of the Company Disclosure Schedule contains a complete list of the names of the Clients and Vendors, including the amount of revenue recorded for such Clients and the payments made to such Vendors through the year-to-date period ended August 31, 2014. Each contract, agreement, contract right, license agreement, purchase and sale order or other executory right (whether written or oral) between the Company and any of its Clients and Vendors, has been made available to the Purchaser. To the Knowledge of the Company, no event has occurred that has materially and adversely affected, or would reasonably be expected to materially and adversely affect, the Company’s or its Subsidiaries’ relations with any Client or Vendor. Except as set forth in Section 4.24(b) of the Company Disclosure Schedule, no Client or Vendor has cancelled, terminated or, made any threat to cancel or otherwise terminate any of its Contracts with the Company or its Subsidiaries or to materially decrease its usage or supply of the Company’s or its Subsidiaries’ services or products.

Clients and Vendors. As of the Closing Date, (a) No vendor of any Subject Company has indicated in writing that it shall stop, or decrease the rate of, or substantially increase its fees for, supplying products or services to any Subject Company, either prior to, or following the consummation of, the Closing, nor does any Owner have knowledge of such an indication. (b) Schedule 4.25(b) sets forth a list of clients that have terminated their relationships with any Subject Company since July 31, 2008, or have notified in writing any Subject Company or any Owner since July 31, 2008, that they intend to either (i) terminate their relationships with any Subject Company or (ii) substantially decrease the amount of business they conduct with any Subject Company, nor does any Owner have knowledge of such an intention. (c) Except as set forth in Schedule 4.25(c), there are not any clients of any Subject Company that alone or in the aggregate comprise more than one percent (1%) of actual cash receipts as shown in the 2008 Statements and that, to the knowledge of any Owner or any Subject Company, have indicated in writing to the Subject Companies that they are considering or planning to (i) discontinue being clients of CBIZ, Buyer or MC FOS after the Closing, or (ii) substantially decrease the amount of business that they conduct with CBIZ, Buyer or MC FOS or materially alter the terms of such business after the Closing. (d) Except as set forth in Schedule 4.25(d), to the knowledge of any Owner or any Subject Company, no Owner, agent or employee of any Subject Company or any Person related to such Person by blood or marriage holds any position or office with or has any financial interest, direct or indirect, in any vendor, client or account of, or other outside business that has transactions with, any Subject Company. No Subject Company nor any Owner has any agreement or understanding with any Owner, employee, contractor, or representative of any Subject Company that would influence any such Person not to become associated with Buyer, MC FOS or CBIZ from and after the Closing or from serving Buyer, MC FOS or CBIZ after the Closing in a capacity similar to the capacity presently held.

Clients and Vendors. (i) Section 3.2(m)(i) of the Company Disclosure Letter sets forth the twenty-five (25) largest clients of the Company and its Subsidiaries, in terms of revenue collected by the Company on a consolidated basis, during each of the fiscal years ended October 31, 2015 and 2016 (each such client, a “Client”), together with the amounts paid to the Company and its Subsidiaries by each such Client for each such period. As of the date hereof, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice that any Client listed on Section 3.2(m)(i) of the Company Disclosure Letter has cancelled, terminated or materially and adversely modified or intends to cancel or otherwise terminate or materially and adversely modify its relationship with respect to the Company and its Subsidiaries. (ii) Section 3.2(m)(ii) of the Company Disclosure Letter sets forth the ten (10) largest suppliers and vendors (each such vendor, a “Vendor”) of services to the Company and its Subsidiaries, in terms of expense incurred by the Company on a consolidated basis, for each of the fiscal years ended October 31, 2015 and 2016, together with the amounts paid by the Company and its Subsidiaries to each such Vendor for each such period. As of the date hereof, neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice that any Vendor listed on Section 3.2(m)(ii) of the Company Disclosure Letter has cancelled, terminated or materially and adversely modified or intends to cancel or otherwise terminate or materially and adversely modify its relationship with respect to the Company and its Subsidiaries.