Customers and Suppliers. Schedule 4.17 sets forth a list of (a) the five (5) largest customers of the Business (measured by aggregate xxxxxxxx) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Customer”), and in each case, the dollar volume of such xxxxxxxx for each such customer during such period and (b) the ten (10) largest suppliers, vendors, service providers or manufacturers for the Business (measured by aggregate payments) for each of (i) the calendar year ended on December 31, 2023 and (ii) the six (6) month period ended on June 30, 2024 (each Person described in the foregoing clauses (i) and (ii), a “Material Supplier,” and together with the Material Customers, the “Material Parties”), and in each case, the dollar volume of Seller’s purchases from each such supplier, vendor or manufacturer for such period. Since January 1, 2023, none of the Material Parties have canceled or terminated or demanded a material reduction or change in the pricing or other terms of its business relationship with the Business or notified Seller or any of its Affiliates of any intention to do either of the foregoing. Except as set forth on Schedule 4.17, neither Seller nor any of its Affiliates is engaged in any material dispute with any Material Party and, to Seller’s Knowledge, no Material Party intends to terminate, limit or reduce its business relationship with the Business, or materially reduce or change the pricing or other terms of its business with the Business. Neither Seller nor any of its Affiliates has received any written (or, to Seller’s Knowledge, oral) notice of (i) any planned or contemplated full or partial de-listing of any of the Products (including any reduction in store count) or (ii) any Material Supplier being out of stock, or unable to supply any, of the Products (or any components included therein). To the Knowledge of Seller, each Material Supplier is in compliance in all material respects with all applicable Laws in respect of the Products.
Customers and Suppliers. (a) Section 3.26(a) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross revenue to the Company and its Subsidiaries on a consolidated basis) customers (each, a “Material Company Customer”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023.
(b) Section 3.26(b) of the Company Disclosure Letter sets forth a true and complete list of the ten (10) largest (measured by gross expenditures by the Company and its Subsidiaries on a consolidated basis) vendors (each, a “Material Company Vendor”) to the Company and its Subsidiaries for the twelve (12) month period ending on June 30, 2023.
(c) As of the date of this Agreement, no Material Company Customer or Material Company Vendor has terminated or cancelled, or notified the Company or any of its Subsidiaries that it intends to terminate or cancel, or decrease materially or, to the Company’s knowledge, threatened to decrease materially, its relationship with the Company or any of its Subsidiaries in a manner materially adverse to the Company or any of its Subsidiaries. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is engaged in a material dispute with a Material Company Customer or Material Company Vendor. From June 30, 2023 to the date of this Agreement, there has been no material change in the pricing or other material terms of its business relationship with any Material Company Customer or Material Company Vendor that is materially adverse to the Company or its Subsidiaries, except changes made in the ordinary course of business consistent with past practices which changes in the aggregate would not be materially adverse to the Company and its Subsidiaries, taken as a whole. As of the date of this Agreement, all amounts due and owing by such Material Company Customer to, or to such Material Company Vendor by, the Company or any of its Subsidiaries have been paid in all material respects in accordance with their respective terms.
Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary.
(b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary.
(c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.
Customers and Suppliers. (a) Section 3.15(a) of the Disclosure Schedules sets forth (i) each customer who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to $25,000 for the most recent fiscal year or during the current fiscal year (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. The Company has not received any written notice that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company.
(b) Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to $50,000 for the most recent fiscal year or during the current fiscal year (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. The Company has not received any written notice that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.
Customers and Suppliers. There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in the business relationship between (i) any Loan Party, on the one hand, and any material customer or any group thereof, on the other hand, or (ii) any Loan Party, on the one hand, and any material supplier or any group thereof, on the other hand, and there exists no present state of facts or circumstances that could reasonably be expected to give rise to or result in any such termination, cancellation, limitation, modification or change.
Customers and Suppliers. (a) Section 4.14(a) of the Disclosure Schedules sets forth (i) each customer who is a party to a Contract with the Company for goods or services pursuant to which such customer has paid consideration to the Company in an amount greater than or equal to Seventy-Five Thousand Dollars ($75,000) for each of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. Except as set forth in Section 4.14(a) of the Disclosure Schedules, the Company has not received any notice, and has no reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company.
(b) Section 4.14(b) of the Disclosure Schedules sets forth (i) each supplier who is a party to a Contract with the Company for goods or services pursuant to which the Company has paid consideration to such supplier in an amount greater than or equal to One Hundred Thousand Dollars ($100,000) for each of the two (2) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of consideration paid to each Material Supplier during such periods. Except as set forth in Section 4.14(b) of the Disclosure Schedules, the Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.
Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplier.
Customers and Suppliers. (a) Section 3.24(a) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 customers of the Business for the last twelve-month period based on revenues received from by each such customer during such period (each, a “Significant Customer”), together with the revenue earned from each Significant Customer during such period.
(b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period.
(c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a whole.
Customers and Suppliers. (a) Set forth on Schedule 2.15(a) are the Company Group’s twenty (20) largest customers, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such periods. The Company Group is not engaged in any material dispute with any customer listed on Schedule 2.15(a) (collectively, the “Specified Customers”). Except as set forth on Schedule 2.15(a), none of the Specified Customers has provided written notice to the Company Group that it intends to terminate or materially reduce its business relations with the Company Group. Except as noted in Schedule 2.15(a), none of the Company Group’s business relations with any of its customers was awarded, in whole or in part, because of, or is premised on, small business status, minority-owned business status, disadvantaged business status, protégé status, “8(a)” status or other preferential status. The Company Group has not been notified in writing that any Specified Customer will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement.
(b) Set forth on Schedule 2.15(b) are the Company Group’s twenty (20) largest vendors, by dollar volume, for each of the following periods: (i) the fiscal year ended December 31, 2019, and (ii) the period beginning on January 1, 2020, and ending on July 31, 2020, and set forth opposite the name of each such vendor is the dollar amount of purchases attributable to such vendor for such periods. The Company Group is not engaged in any material dispute with any such vendor, nor has such vendor notified the Company Group in writing that it intends to terminate or materially reduce its business relations with the Company Group or the Business. The Company Group has not been notified in writing that any such vendor will terminate or reduce its business with the Company Group as a result of the transactions contemplated by this Agreement.
Customers and Suppliers. The relationships of each of the Company and Company Subsidiaries with its customers and suppliers are maintained on commercially reasonable terms. To the Company’s knowledge, no customer or supplier of the Company or a Company Subsidiary has any plan or intention to terminate its agreement with the Company or such Company Subsidiary, which termination would reasonably be expected to have a Material Adverse Effect.
