Material Vendors Sample Clauses

Material Vendors. No Non-MCC Entity (with respect to the MCC Business) nor any Transferred Entity is engaged in any material dispute with any Material Vendor that, to the Knowledge of the Seller, would be reasonably likely to lead such Material Vendor to terminate or materially decrease its relationship with any Non-MCC Entity (with respect to the MCC Business) or any Transferred Entity. No Non-MCC Entity (with respect to the MCC Business) nor any Transferred Entity has received any written notice or, to the Knowledge of the Seller, any oral notice from any Material Vendor expressly stating any intention or threat to terminate or materially reduce its provision of goods or services to, or to change any material commercial terms under any Contract with, any Non-MCC Entity (with respect to the MCC Business) or any Transferred Entity.

Material Vendors. (a) Section 2.20(a) of the Disclosure Schedule sets forth a true and complete list of the top twenty-five (25) vendors of the Company (by volume in dollars of purchases from or spending with such vendors) (the “Material Vendors”) for the year ended December 31, 2011 and the five (5) months ended May 31, 2012 and setting forth the amount of purchases from or spending with each Material Vendor during such periods. (b) Since January 1, 2010, no Material Vendor has (i) provided the Company 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 a material adverse change in, the business relationship between such Material Vendor and the Company, or (ii) cancelled or otherwise terminated or materially reduced any Company Contract or material license, purchase or sales order with the Company.

Material Vendors. Section 3.25 of the Disclosure Schedule lists the ten (10) largest suppliers and vendors (based on total amount purchased from such supplier or vendor) for each of the most recently completed fiscal year and the current fiscal year-to-date (each, a “Material Vendor”). Except for completions or expirations of Contracts in accordance with their terms or as otherwise set forth on Section 3.25 of the Disclosure Schedule, since January 1, 2022, no Material Vendor has notified the Company that it shall decrease or limit materially its business with the Company or, to the Knowledge of the Company, intends to modify materially its relationship with the Company or increase in any material amount the prices, fees or royalties charged by such Material Vendor to the Company. The Company is not currently involved in any material dispute with any Material Vendor and, to the Knowledge of the Company, no basis for any such dispute exists.

Material Vendors. All material vendors and suppliers of the Business are set forth on Schedule 4.15. Except as set forth on Schedule 4.15, Sellers have not received any notice, and have no reasonable basis to believe, that any of the vendors or suppliers set forth on Schedule 4.15 has ceased, will cease, or intends to cease to supply goods or services to the Sellers or to otherwise terminate or materially reduce its relationship with the Sellers.

Material Vendors. Prior to or at the Closing, Sellers shall satisfy all amounts due and owing as of the Closing Date to the vendors identified on Schedule 6.17 (the “Material Vendors”). The aggregate amount required to satisfy all amounts due and owing to the Material Vendors as of the Closing Date (including, but not limited to, any prepayment premium or penalty, accrued interest and costs and expenses) shall constitute the “Vendor Payment Amount” and shall be deducted from the Purchase Price at Closing and paid to the Material Vendors on behalf of the applicable Seller. At least two business days prior to Closing, Sellers shall deliver to Buyer an updated schedule setting forth the Vendor Payment Amount.

Material Vendors. Schedule 3.20 sets forth the twenty (20) largest vendors (including, without limitation, suppliers and manufacturers) of the Company and its Subsidiaries by expense, in each case for the 12-month period ended December 31, 2020 (each a “Material Vendor”). No such Material Vendor has terminated or adversely changed its relationship with the Company nor has the Company received written notification that any such Material Vendor intends to terminate or materially and adversely change such relationship or that such Material Vendor is not solvent. There are no currently pending or, to the Knowledge of the Company, threatened disputes between the Company and any of its Material Vendors that (a) could reasonably be expected to materially and adversely affect the relationship between the Company and any Material Vendor or (b) could reasonably be expected to materially and adversely affect the Company.

Material Vendors. All material vendors and suppliers of the Business are set forth on Section 3.16 of the Disclosure Schedule. Except as set forth on Section 3.16 of the Disclosure Schedule, Seller has not received any notice, and has no reasonable basis to believe, that any of the vendors or suppliers set forth on Section 3.16 of the Disclosure Schedule has ceased, will cease, or intends to cease to supply goods or services to the Seller or to otherwise terminate or materially reduce its relationship with the Seller.

Material Vendors. Schedule 8.16.2 sets forth the name of all vendors that are material for the operation of the Business and with which a Group Company has concluded written agreements (“Material Vendor”). Copies of all agreements in place with Material Vendors have been provided in the Data Room prior to the Signing Date. Except as set forth in Schedule 8.16.2, no Material Vendor has given the Company written (including email or Text Form) notice of any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with the Company or to decrease materially or limit its provision of services or products to a Group Company. There are no outstanding material disputes with any Material Vendor. EXECUTION VERSION SHARE PURCHASE AND TRANSFER AGREEMENT - 360KOMPANY AG PAGE 56 OF 93

Material Vendors. (a) . (a) Section 3.24(a) of the Seller Disclosure Letter sets forth a list, which is true, correct and complete in all respects as of the date of this Agreement, of all vendors and suppliers of the businesses operated by Seller who in the twelve (12) month period ending August 31, 2010 individually represented more than $50,000 of aggregate expenditures by Seller (each such supplier is a “Material Vendor”). (b) Except as set forth on Section 3.24(b) of the Seller Disclosure Letter, during the twelve (12) month period immediately preceding the date hereof, (i) Seller has not received any notice (written or otherwise) from any Material Vendor terminating or setting forth an intention to terminate the business relationship between such vendor and Seller or threatening to decrease materially its provision of services or products to Seller, and (ii) no Material Vendor has decreased materially its business relationship with Seller or its provision of services or products to Seller.