Common use of Material Customers and Suppliers Clause in Contracts

Material Customers and Suppliers. (a) Section 3.12(a) of the Disclosure Schedules sets forth for each of the two (2) most recent complete calendar years each customer who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to fifty thousand dollars ($50,000.00) (collectively, the “Material Customers”) in either such calendar year. The Company has not received any written or other notice that any of its Material Customers has ceased, and to the knowledge of Sellers no Material Customer intends to cease, after the Closing, to purchase or use its goods or services or to otherwise terminate or materially reduce its relationship with the Company. (b) Section 3.12(b) of the Disclosure Schedules sets forth for each of the two (2) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars ($50,000.00) (collectively, the “Material Suppliers”) in either such calendar year. The Company has not received any written or other notice that any of its Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.

Appears in 1 contract

Sources: Stock Purchase Agreement (Information Analysis Inc)

Material Customers and Suppliers. (a) Section 3.12(aSchedule 3.11(a) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each customer who has paid aggregate consideration to the Company Seller for goods or services rendered in an amount greater than or equal to fifty thousand dollars ($50,000.00) 5,000 in each of the two most recent fiscal years (collectively, the “Material Customers”), and (ii) in either the amount of consideration paid by each Material Customer during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Customers has ceased, and to the knowledge of Sellers no Material Customer or intends to cease, cease after the Closing, to purchase or use its the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness. (b) Section 3.12(bSchedule 3.11(b) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company Seller has paid aggregate consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars ($50,000.00) 5,000 in each of the two most recent fiscal years (collectively, the “Material Suppliers”), and (ii) in either the amount of purchases from each Material Supplier during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease or intends to cease, to supply goods or services to the Company Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness.

Appears in 1 contract

Sources: Asset Purchase Agreement (NuZee, Inc.)

Material Customers and Suppliers. (a) Section 3.12(a3.11(a) of the Disclosure Schedules sets forth for each of with respect to the two Business: (2i) most recent complete calendar years each customer who has paid aggregate consideration to the Company Seller for goods or services rendered in an amount greater than or equal to fifty thousand dollars $1,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Customers”); and (ii) in either the amount of consideration paid by each Material Customer during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Customers has ceased, and to the knowledge of Sellers no Material Customer or intends to cease, cease after the Closing, to purchase or use its the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness. (b) Section 3.12(b3.11(b) of the Disclosure Schedules sets forth for each of with respect to the two Business: (2i) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company Seller has paid aggregate consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars $1,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) in either the amount of purchases from each Material Supplier during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease or intends to cease, to supply goods or services to the Company Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness.

Appears in 1 contract

Sources: Asset Purchase Agreement (Verus International, Inc.)

Material Customers and Suppliers. (a) Section 3.12(a3.11(a) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each customer who has paid aggregate consideration to the Company Seller for goods or services rendered in an amount greater than or equal to fifty thousand dollars $150,000 and/or 10% for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Customers”); and (ii) in either the amount of consideration paid by each Material Customer during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Customers has ceased, and to the knowledge of Sellers no Material Customer or intends to cease, cease after the Closing, to purchase or use its the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness. (b) Section 3.12(b3.11(b) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company Seller has paid aggregate consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars $100,000 and/or 10% for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) in either the amount of purchases from each Material Supplier during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease or intends to cease, to supply goods or services to the Company Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness.

Appears in 1 contract

Sources: Asset Purchase Agreement (AmpliTech Group, Inc.)

Material Customers and Suppliers. (a) a. Section 3.12(a3.11(a) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each customer who has paid aggregate consideration to the Company Seller for goods or services rendered in an amount greater than or equal to fifty thousand dollars $10,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the "Material Customers"); and (ii) in either the amount of consideration paid by each Material Customer during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Customers has ceased, and to the knowledge of Sellers no Material Customer or intends to cease, cease after the Closing, to purchase or use its the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness. (b) b. Section 3.12(b3.11(b) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company Seller has paid aggregate consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars $10,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the "Material Suppliers"); and (ii) in either the amount of purchases from each Material Supplier during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease or intends to cease, to supply goods or services to the Company Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cadiz Inc)

Material Customers and Suppliers. (a) Section 3.12(a3.09(a) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each customer who has paid aggregate consideration to the Company Seller for goods or services rendered in an amount greater than or equal to fifty thousand dollars $10,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Customers”); and (ii) in either the amount of consideration paid by each Material Customer during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Customers has ceased, and to the knowledge of Sellers no Material Customer or intends to cease, cease after the Closing, to purchase or use its the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness. (b) Section 3.12(b3.09(b) of the Disclosure Schedules sets forth for each of with respect to the two Business (2i) most recent complete calendar years each supplier that is not an employee of the Company to whom the Company Seller has paid aggregate consideration for goods or services rendered in an amount greater than or equal to fifty thousand dollars $10,000 for each of the two ($50,000.002) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) in either the amount of purchases from each Material Supplier during such calendar yearperiods. The Company Seller has not received any written or other notice notice, and has no reason to believe, that any of its the Material Suppliers has ceased, and to the knowledge of Sellers no Material Supplier intends to cease or intends to cease, to supply goods or services to the Company Business or to otherwise terminate or materially reduce its relationship with the CompanyBusiness.

Appears in 1 contract

Sources: Asset Purchase Agreement (PMGC Holdings Inc.)