Common use of Material Customers Clause in Contracts

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.