Material Business Relationships Sample Clauses

Material Business Relationships. (a) Section 6.20(a) of the Seller Disclosure Letter sets forth the top twenty (20) customers of the Transferred Group Members (measured by aggregate annual contract value of products or services provided by the Transferred Group Members to a customer and such customer’s Affiliates) for the fiscal year ended September 30, 2020 (each, a “Material Customer” and, collectively, the “Material Customers”). No Material Customer (i) ceased, or notified any Transferred Group Member in writing that it will cease or, to the Knowledge of the Transferred Entities, has threatened to cease to use the services of any Transferred Group Member in their entirety, or (ii) materially and adversely modified its relationship with the Transferred Group Members (including by materially changing the pricing terms or other material terms of such Material Customer’s business with the Transferred Group Members) or, to the Knowledge of the Transferred Entities, has threatened such material and adverse modification. (b) Section 6.20(b) of the Seller Disclosure Letter sets forth the top ten (10) suppliers of materials, equipment, products or services to the Transferred Group Members (measured by dollar volume of purchases by the Transferred Group Members) for the fiscal year ended September 30, 2020 (each, a “Material Supplier” and, collectively, the “Material Suppliers”). No Material Supplier (i) ceased, or notified any Transferred Group Member in writing that it will cease or, to the Knowledge of the Transferred Entities, has threatened to cease providing materials, equipment or services to any Transferred Group Member in their entirety, or (ii) materially and adversely modified its relationship with the Transferred Group Members (including by materially changing the pricing terms or other material terms of such Material Supplier’s business with the Transferred Group Members) or, to the Knowledge of the Transferred Entities, has threatened such material and adverse modification.

Material Business Relationships. (a) Section 4.16(a) of the Seller Disclosure Letter sets forth with respect to the Business (i) each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $500,000 for each of the two (2) most recent calendar years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. As of the date of this Agreement, Seller has not received any written notice that any Material Customer has ceased, or intends to cease or to materially reduce, its purchases of goods and services from the Business, or intends to otherwise terminate its relationship with the Business. (b) Section 4.16(b) of the Seller Disclosure Letter sets forth with respect to the Business (i) each supplier to whom Seller has paid consideration for goods and /or services rendered in an amount greater than or equal to $500,000 for each of the two most recent calendar years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. As of the date of this Agreement, Seller has not received any written notice that any of the Material Suppliers has ceased, or intends to cease or to materially reduce, its supply of goods and services to the Business, or intends to otherwise terminate its relationship with the Business.

Material Business Relationships. 6.1 The Disclosure Letter sets forth all contracts between the Company, on the one hand, and Apple Inc., Google Inc. or any other mobile device application store service provider (“Application Store”), on the other hand, valid on the date of this Agreement, including all such contracts related to the Business Products (the “Application Store Contracts”). The Company is in material compliance with all Application Store Contracts and, to the Sellers’ Knowledge, all Application Store policies binding on the Company under such Application Store Contracts. As of the date of this Agreement, the Company has not received any written notice terminating or threatening to terminate an Application Store Contract, nor to the Sellers’ Knowledge does any Application Store intend to cancel or otherwise materially and adversely modify its relationship with the Company or any Application Store Contract on account of the transactions contemplated by this Agreement or otherwise. 6.2 The Disclosure Letter contains a complete and accurate list of all “app stores,” and other third person distribution platforms on or through which the Company, directly or indirectly, distributes or otherwise makes available any Games (“Distribution Platforms”), and the Company has made available a copy of each user and developer agreement, terms of service, and other material contract applicable to such Distribution Platforms valid on the date of this Agreement (“Platform Agreements”) to Purchaser in the Data Room. To the Sellers’ Knowledge, all Platform Agreements are in full force and effect, and enforceable in accordance with their terms. The Company is in material compliance with, and has not materially breached (or otherwise breached in a manner that would provide the counter-party a termination right) any Platform Agreements and to the Sellers’ Knowledge, all other parties to such Platform Agreements are in material compliance with, and have not materially breached any Platform Agreements. There are no pending or, to the Sellers’ Knowledge, threatened disputes regarding such Platform Agreements, including disputes with respect to the scope thereof, performance thereunder, or payments made or received in connection therewith. 6.3 There are no publishing agreements pertaining to the Games in force on the date of this Agreement and there are currently no ongoing negotiations to bind the Company to such contracts. 6.4 Only the contracts mentioned in this Clause 6 (Material Business Relationship...

Material Business Relationships. No Material Business Relationship, and no Business Relationships which are not Material Business Relationships but which individually or in the aggregate represent or could reasonably be expected to represent 10% or more of the collective revenues of Sellers for calendar year 2010, and no supplier of goods or services to any Seller who is material to the continued operation of the Business after the Closing in substantially the same manner as before the Closing, shall have notified or given any indication to the Purchaser or Sellers that it desires or intends (or that they desire or intend) to cancel or terminate or otherwise alter in any material respect its (or their) relationship(s) with any Seller or otherwise with respect to the Business.

Material Business Relationships. Section 2.21 of the Disclosure Schedule sets forth an accurate, correct and complete list of the ten largest customers (in terms of revenues) of the Company and its Subsidiaries (the "Material Customers"), the ten largest suppliers (in terms of contributions to costs of goods sold) to the Company and its Subsidiaries (the "Material Suppliers") and the ten largest artists (in terms of revenue generated) to the Company and its Subsidiaries (the "Material Artists") for the fiscal year ended December 31, 2001. Since January 1, 2001, except as set forth in Section 2.21 of the Disclosure Schedule, none of the Material Customers, Material Suppliers or Material Artists has (i) ceased doing business, or materially changed its relationship, with the Company or any of its Subsidiaries, or (ii) materially modified the terms on which it does business with the Company or any of its Subsidiaries, nor, to the Knowledge of Seller, have any Material Customers, Material Suppliers or Material Artists threatened to do any of the foregoing.