Common use of Relationships with Customers Clause in Contracts

Relationships with Customers. (a) The relationships of Seller with its existing customers is sound and Seller has no Knowledge, and there is no reasonable basis to believe, that any current customer of Seller which accounted for over three percent (3)% of total net sales of Seller for its most recently completed fiscal year will materially and adversely change the manner in which such customer currently conducts business with Seller, either as a result of the transactions contemplated by this Agreement or otherwise. No such material and adverse change (including any termination or material reduction in its business with Seller) has occurred since the Balance Sheet Date. (b) The names and addresses of all customers of Seller during fiscal years 2004 and 2005 through the Closing Date and all customers Known as of the Closing Date who will become customers during the remainder of 2005 are listed in Section 3.22(b) of the Seller Disclosure Schedule. All contracts and agreements with such customers that are in existence as of the date hereof are valid, effective and enforceable. No customer has an account balance that is in excess of 60 days past due. (c) Seller does not have Knowledge of any written or oral communication, fact, event or action which would indicate that any current supplier to Seller of items essential to the conduct of the business, which items cannot be replaced at comparable cost and the loss of which could reasonably be expected to have an adverse effect on Seller, shall terminate or materially reduce its business with Seller. No such termination or material reduction has occurred since the Balance Sheet Date.

Relationships with Customers. (a) The relationships of Seller with its existing customers is sound and Seller has no Knowledge, and there is no reasonable basis to believe, believe that any current customer of the material customers of Seller which accounted for over three percent (3)% of total net sales of Seller for its most recently completed fiscal year will materially and adversely change the manner in which such customer they currently conducts conduct business with Seller, either as a result of the transactions contemplated by this Agreement or otherwise. No such material and adverse change (including any termination or material reduction in its business with Seller) has occurred since the Balance Sheet Date. (b) The names and addresses of all customers of Seller during fiscal years 2003 and 2004 and 2005 through the Closing Date and all customers Known as of the Closing Date who will become be customers during the remainder of fiscal 2005 are listed in Section 3.22(b) of the Seller Disclosure Schedule. All contracts and agreements with such customers that are in existence as of the date hereof are valid, effective and enforceable. No such customer has an account balance that is in excess of 60 days past due. (c) Seller does not have Knowledge of any written or oral communication, fact, event or action which exists or has occurred within 120 days prior to the date of this Agreement which would indicate that any of the following shall terminate or materially reduce its business with Seller: (i) any current customer of Seller which accounted for over three percent (3)% of total net sales of Seller for its most recently completed fiscal year; or (ii) any current supplier to Seller of items essential to the conduct of the business, which items cannot be replaced at comparable cost and the loss of which could reasonably be expected to have an adverse effect on Seller, shall terminate or materially reduce its business with Seller. No such termination or material reduction has occurred since the Balance Sheet Date.