Material Customers Clause Samples

Material Customers. (a) The top ten (10) customers of the Company and its Subsidiaries, and annual revenues related to such customers for each of (i) the 2004 fiscal year as of October 31, 2004, and (ii) the fiscal year ended December 31, 2003, are listed by division of the Company on Schedule 3.26(a) (the "Material Customers"). To Parent's Knowledge, no Material Customer of the Company or its Subsidiaries has given the Company or its Subsidiaries any written notice terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend, or reduce in any material respect in the future, or otherwise reflecting an adverse change in, the business relationship between such customer and the Company or its Subsidiaries, and there has not been any materially adverse change in the business relationship of the Company or its Subsidiaries with any such customer. (b) Schedule 3.26(b) sets forth the names and annual revenues for each of (i) the 2004 fiscal year as of September 30, 2004, and (ii) the fiscal year ended December 31, 2003, of the Material Customers of the Company or any of its Subsidiaries which have cancelled or terminated their relationships with the Company during the twelve months prior to the date of this Agreement.

Material Customers. Set forth on Schedule 4.20 (as such Schedule may be updated from time to time in accordance with this Agreement) are the Material Customers of each Loan Party and its Subsidiaries as of the most recent date on which Borrowers provided the Compliance Certificate pursuant to Section 5.1; provided, that Borrowers may amend Schedule 4.20 to add additional Material Customers so long as such amendment occurs by written notice to Agent on the date that Borrowers provide the Compliance Certificate.

Material Customers. Schedule 3.18(i) sets forth a complete and correct list of the top ten (10) customers (the “Material Customers”) of the Business for the twelve-months ended September 30, 2023 (as measured by the amount of revenue of the Business received from customers). Except as set forth on Schedule 3.18(ii), from June 1, 2023 until the date of this Agreement, no Material Customer has terminated or adversely modified its relationship with the Seller Group in any material respect or given written notice to any member of the Seller Group that such Material Customer plans to cancel or otherwise terminate or make material adverse change in, its relationship with the Seller Group.

Material Customers. 18.1.1 Neither the Seller nor any Group Company has received any notice, and, so far as the Seller is aware, no Material Customer has: (A) ceased, or shall cease entirely, to buy the products of the Agila Business; (B) substantially reduced, or shall substantially reduce, the purchase of products of the Agila Business; or (C) sought, or is seeking, to reduce the price it shall pay for products of the Agila Business by a material amount, including in each case after the consummation of the transactions contemplated by this Agreement. 18.1.2 So far as Seller is aware, no Material Customer has threatened to take any action described in paragraph 18.1.1 as a result of the consummation of the transactions contemplated by this Agreement. 18.1.3 All sales made to Material Customers within the 12 month period ended the date hereof in respect to the Agila Business have been made in the Ordinary Course of Business. 18.1.4 For the purposes of this paragraph 18.1, "Material Customers" shall mean the top fifteen (15) customers of the Agila Business by reference to the revenues for the 12 month period ended 31 December 2012, and "Material Customer" shall be construed accordingly.

Material Customers. Since the date of its incorporation, none of the Material Customers (as hereinafter defined) of the Underlying Asset has notified any of the Underlying Asset or the Shareholders of their intent to terminate their business with the Underlying Asset because of any dissatisfaction on the part of any such person or entity. The Transactions have not caused any of the Material Customers of the Underlying Asset to terminate or provide notice of their intent or threaten to terminate their business with the Underlying Asset or to notify the Underlying Asset or the Shareholders of their intent not to continue to do such business with the Underlying Asset after the Closing. As used herein, “

Material Customers. The Company has provided the Underwriter with copies of all customer agreements for the top two (2) customers by revenue for the trailing twelve (12) month period. Except as would not have a Material Adverse Effect, unless otherwise disclosed to the Underwriter: (A) none of those customers has terminated, or to the Company’s knowledge threatened to terminate, its relationship with, or materially reduced, or to the Company’s knowledge threatened to materially reduce, its purchases from the Company or one of its Subsidiaries (as applicable); (B) each such contract is valid and binding on the Company or Subsidiary that is a party thereto and, to the Company’s knowledge, each other party thereto; (C) each such contract is in full force and effect and enforceable by the Company in accordance with its terms, except to the extent enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, relating to creditors’ rights generally, and to general equitable principles; (iv) the FatPipe Parties and, to the Company’s knowledge, each other party thereto, have performed and complied in all material respects with all obligations required to be performed or complied with by them under each such contract; and (D) there is no default under any such contract by the FatPipe Parties or, to the Company’s knowledge, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the FatPipe Parties or, to the Company’s knowledge, by any other party thereto.

Material Customers. (a) Section 3.23(a) of the Seller Disclosure Schedule sets forth the top ten (10) customers of the Company (the “Material Customers”) based on consolidated gross revenue per customer for the twelve (12) months ended December 31, 2024. Since January 1, 2025, the Company, has not received any written or to the Knowledge of the Seller Group oral notice from any Material Customer to the effect that such Material Customer (i) has stopped, or will stop, use of the products, goods or services of the Company, (ii) have materially decreased, or will materially decrease, use of the products, goods or services of the Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services of the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller Group, no Material Customer has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Material Customer has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant to the Company’s normal course credit or refund policies. (b) Except as set forth on Section 3.23(b) of the Seller Disclosure Schedule, no Material Customer has indicated in writing or, to the Knowledge of the Seller Group, otherwise provided notice to the effect that, and the Seller Group has no Knowledge that, any such Material Customer intends to cease being a customer of the Company or intends to decrease the rate of, or change the terms with respect to, buying products and services from the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise).

Material Customers. 98 4.21 Leases ............................................................................................................................... 98 4.22 Eligible Accounts; Eligible Credit Card Receivables .................................................. 99 4.23

Material Customers. Schedule 7.27 sets forth the twelve (12) largest customers that are engaged in a service contract with the Borrower and its Subsidiaries for each of the fiscal year ended December 31, 2018 and for the fiscal year to date (“Material Customers”). Except as set forth on Schedule 7.27, (i) all Material Customers continue to be customers of the Borrower or any Subsidiary thereof, as the case may be, and none of such Material Customers has reduced materially its business with the Borrower or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended December 31, 2018 or during the fiscal year to date, and neither the Borrower nor any of its Subsidiaries has any knowledge that such reduction will occur provided, however, that Administrative Agent and the Lenders acknowledge and agree that the representation contained in this clause (i) is qualified in its entirety by the fact that the Credit Parties’ business and the business of its Material Customers are cyclical and subject to market events and, as such, the level of a Material Customer’s business with the Credit Parties vary in the ordinary course of business; (ii) no Material Customer has terminated its relationship with the Borrower or any Subsidiary thereof, as the case may be, or, to the knowledge of the Borrower or such Subsidiary, has threatened in writing to do so; (iii) neither the Borrower nor any Subsidiary thereof is involved in any material claim, dispute or controversy with any Material Customer and (iv) neither the Borrower nor any Subsidiary thereof is involved in any claim, dispute or controversy with any of its other customers that could reasonably be expected to have a Material Adverse Effect.