Common use of Customers and Vendors Clause in Contracts

Customers and Vendors. (i) Section 3.01(t)(i) of the Company Disclosure Schedule sets forth the thirty (30) largest customers (measured by dollar amount of revenue) of the Company and the dollar amount of the Company’s revenues from each such customer for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Customers”). Except as set forth on Section 3.01(t)(i) of the Company Disclosure Schedule: (i) all Material Customers continue to be customers of the Company and none of such Material Customers has reduced materially its business with the Company from the levels achieved during the year ended December 31, 2017, and, to the Knowledge of the Company, no such reduction will occur; (ii) no Material Customer has modified or notified the Company of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Customer has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Customer; and (v) the Company is not involved in any claim, dispute or controversy with any of its customers. (ii) Section 3.01(t)(ii) of the Company Disclosure Schedule sets forth the ten (10) largest vendors (measured by dollar amount of purchases) of the Company and the dollar amount of the Company’s purchases from each such vendor for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Vendors”). Except as set forth on Section 3.01(t)(ii) of the Company Disclosure Schedule: (i) all Material Vendors continue to be vendors of the Company and none of such Material Vendors has reduced materially its business with the Company from the levels achieved during the year ended December 31, 2017, and, to the Knowledge of the Company, no such reduction will occur; (ii) no Material Vendor has modified or notified the Company of an intention to modify any terms or the pricing of such Material Vendor’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Vendor has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Vendor; (v) the Company is not involved in any claim, dispute or controversy with any Material Vendor; and (vi) the Company is not involved in any claim, dispute or controversy with any of its other vendors that, individually or in the aggregate could reasonably be anticipated to have a Material Adverse Effect.

Customers and Vendors. (ia) Section 3.01(t)(i2.25(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the thirty (30) largest customers (measured by dollar amount of revenuevolume) of the Company and the dollar amount of the Company’s revenues from each such customer for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Customers”). Except as set forth on Section 3.01(t)(i) of the Company Disclosure Schedule: (i) all Material Customers continue to be customers of the Company and none of such Material Customers has reduced materially its business with the Company from the levels achieved Target Companies during the year ended December 31, 20172015, andand during the period commencing on January 1, 2016 and ending on September 30, 2016 (such customers, the “Significant Customers”), and sets forth for each Significant Customer the amount of revenue received by the Target Companies from such customer during the year ended December 31, 2015 and during the period commencing on January 1, 2016 and ending on September 30, 2016. (b) Section 2.25(b) of the Company Disclosure Schedule sets forth sets forth a true, correct and complete list of the thirty (30) largest (by dollar volume) vendors to the Target Companies during the year ended December 31, 2015, and during the period commencing on January 1, 2016 and ending on September 30, 2016 (such customers, the “Significant Vendors”), and sets forth for each Significant Vendor the amount paid by the Target Companies to such vendor during the year ended December 31, 2015 and during the period commencing on January 1, 2016 and ending on September 30, 2016. (c) Except as set forth on Section 2.25(c) of the Company Disclosure Schedule, no Significant Customer or Significant Vendor has since December 31, 2015 (i) canceled or otherwise terminated, or, to the Knowledge of the Company, no such reduction will occur; threatened to cancel or otherwise terminate or not renew, its relationship with the Target Companies, (ii) no Material Customer has modified or notified the Company of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Company andmade a material adverse change in, or, to the Knowledge of the Company, no such modification will occur; (iii) no Material Customer has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in make a negative impact on the relationship between the Company and any Material Customer; and (v) the Company is not involved in any claimmaterial adverse change in, dispute or controversy with any of its customers. (ii) Section 3.01(t)(ii) of the Company Disclosure Schedule sets forth the ten (10) largest vendors (measured by dollar amount of purchases) of the Company and the dollar amount of its business with the Company’s purchases from each such vendor for each Target Companies or (iii) requested or received a material decrease in the price paid to (with respect to Significant Customers) or increase in the prices charged to (in the case of Significant Vendors) any of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Vendors”)Target Companies. Except as set forth on Section 3.01(t)(ii2.25(c) of the Company Disclosure Schedule: (i) all Material Vendors continue to be vendors of the Company and none of such Material Vendors has reduced materially its business with the Company from the levels achieved during the year ended December 31, 2017, and, to the Knowledge of the Companysince Balance Sheet Date, no such reduction will occur; (ii) no Material Vendor Target Company has modified or notified the Company of an intention to modify any terms or the pricing of such Material Vendor’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Vendor has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Vendor; (v) the Company is not been involved in any claim, material dispute or controversy with any Material Significant Customer or Significant Vendor that would have the effect of materially and adversely affecting the commercial relationship between such Target Company, on the one hand, and the Significant Customer or Significant Vendor; and (vi) , as applicable, on the Company is not involved in any claim, dispute or controversy with any of its other vendors that, individually or in the aggregate could reasonably be anticipated to have a Material Adverse Effecthand.

Customers and Vendors. (a) Section 3.19(a) of the Disclosure Schedules sets forth, for each of (i) Section 3.01(t)(ithe twelve (12)-month period ended on Xxxxx 00, 0000, (xx) of the Company Disclosure Schedule sets forth the thirty (30) largest customers (measured by dollar amount of revenue) of the Company and the dollar amount of the Company’s revenues from each such customer for each of the years fiscal year ended December 31, 2016 2018 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Customers”). Except as set forth on Section 3.01(t)(iiii) of the Company Disclosure Schedule: (i) all Material Customers continue to be customers of the Company and none of such Material Customers has reduced materially its business with the Company from the levels achieved during the fiscal year ended December 31, 2017, andin each case, to (A) the Knowledge twenty (20) largest customers of the CompanyU.S. Roundtables Business (based on the amount of purchases by each such customer during such period) (collectively, no the “Key Customers”) and (B) the amount of purchases by each Key Customer during such reduction will occur; period. (iib) no Material Customer has modified or notified the Company of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Company and, to the Knowledge Section 3.19(b) of the CompanyDisclosure Schedules sets forth, no such modification will occur; for each of (i) the twelve (12)-month period ended on Xxxxx 00, 0000, (xx) the fiscal year ended December 31, 2018 and (iii) no Material Customer has terminated its relationship with the Company or has threatened to do so; fiscal year ended December 31, 2017, in each case, (ivA) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Customer; and (v) the Company is not involved in any claim, dispute or controversy with any of its customers. (ii) Section 3.01(t)(ii) of the Company Disclosure Schedule sets forth the ten (10) largest vendors (measured by dollar amount of purchases) of the Company and (based on the dollar amount of purchases by the Company’s purchases Company from each such vendor for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date during such period) (collectively, the “Material Key Vendors”). ) and (B) the amount of purchases by the Company from each such Key Vendor during such period. (c) Except as set forth on Section 3.01(t)(ii3.19(c) of the Company Disclosure Schedule: Schedules: (i) all Material Vendors continue no Key Customer (A) has stopped or materially decreased, or has threatened to be vendors stop or materially decrease, the rate of purchasing materials, products or services of the Company and none of such Material Vendors has reduced materially its business with U.S. Roundtables Business from the Company from the levels achieved during the year ended December 31or otherwise has materially and adversely modified, 2017or threatened to materially and adversely modify, and, to the Knowledge of its relationship with the Company, no (B) is seeking to materially and adversely renegotiate the terms of any agreement, arrangement or historical practice under which the Company is providing products or services of the U.S. Roundtables Business to such reduction will occur; Key Customer or otherwise adversely materially and adversely modify its relationship with the Company, or (C) is receiving, or otherwise entitled to receive, a discount with respect to the price of products or services purchased from the Company; (ii) no Material Key Vendor (A) has modified stopped or notified materially decreased, or has threatened to stop or materially decrease, the rate of supplying products or services used in connection with the U.S. Roundtables Business to the Company of an intention or otherwise materially and adversely modified, or threatened to modify any terms or the pricing of such Material Vendor’s agreement or business with the Company andmaterially and adversely modify, to the Knowledge of the Company, no such modification will occur; (iii) no Material Vendor has terminated its relationship with the Company Company, (B) is seeking to materially and adversely renegotiate the terms of any agreement, arrangement or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Vendor; (v) historical practice under which the Company is not involved receiving products or services used in connection with the U.S. Roundtables Business from such Key Vendor or otherwise materially and adversely modify its relationship with the Company, or (C) is a sole source of supply of any claim, dispute material products or controversy with any Material Vendor; and (vi) services used by the Company is not involved in any claim, dispute or controversy connection with any of its other vendors that, individually or in the aggregate could reasonably be anticipated to have a Material Adverse EffectU.S. Roundtables Business.

Customers and Vendors. (a) No customer of the Company that was a customer of the Company on or before the date that is twelve months prior to the date hereof, (i) has terminated its Contract with the Company, (ii) has failed to renew its Contract with the Company, if such customer’s Contract with the Company was scheduled to expire by its terms prior to the date hereof, or (iii) renewed its Contract with the Company on terms that would be reasonably likely to generate on an annual basis less than 85% of the recurring revenue that was generated in the last twelve months under such Contract. (b) Section 3.01(t)(i3.19(b) of the Company Disclosure Schedule sets forth the thirty (30) largest customers (measured by dollar amount an accurate and complete list of revenue) of the Company and the dollar amount of the Company’s revenues from each such customer for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Customers”). Except as set forth on Section 3.01(t)(i) of the Company Disclosure Schedule: (i) all Material Customers continue to be the twenty (20) largest customers of the Company and its Subsidiaries, taken as a whole, by revenues, (A) for the period from the formation of the Company to November 1, 2011 and (B) for the period from January 1, 2010 to November 1, 2011 (the “Key Customers”) and (ii) the twenty (20) largest venders by expenditures (the “Key Vendors”) (A) for the period from the formation of the Company to November 1, 2011 and (B) for the period from January 1, 2010 to November 1, 2011. None of the Key Vendors and none of such Material the Key Customers has reduced materially its business with have indicated (orally or in writing) to the Company from or any of its Subsidiaries any intent to discontinue or alter in a manner materially adverse to the levels achieved during Company or any of its Subsidiaries the year ended December 31, 2017, and, terms of the applicable Key Customer Contracts or Key Vendor Contracts or make any claim that the Company or any of its Subsidiaries has breached its obligations to such Key Customer or Key Vendor (and the Company has no Knowledge of any such breach). To the Knowledge of the Company, no such reduction will occur; (ii) no Material Key Vendor or Key Customer has modified is threatened with bankruptcy or notified the Company of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Customer has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Customer; and (v) the Company is not involved in any claim, dispute or controversy with any of its customersinsolvency. (ii) Section 3.01(t)(ii) of the Company Disclosure Schedule sets forth the ten (10) largest vendors (measured by dollar amount of purchases) of the Company and the dollar amount of the Company’s purchases from each such vendor for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Vendors”). Except as set forth on Section 3.01(t)(ii) of the Company Disclosure Schedule: (i) all Material Vendors continue to be vendors of the Company and none of such Material Vendors has reduced materially its business with the Company from the levels achieved during the year ended December 31, 2017, and, to the Knowledge of the Company, no such reduction will occur; (ii) no Material Vendor has modified or notified the Company of an intention to modify any terms or the pricing of such Material Vendor’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Vendor has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Vendor; (v) the Company is not involved in any claim, dispute or controversy with any Material Vendor; and (vi) the Company is not involved in any claim, dispute or controversy with any of its other vendors that, individually or in the aggregate could reasonably be anticipated to have a Material Adverse Effect.

Customers and Vendors. (ia) Section 3.01(t)(iTo the Knowledge of Vowel, neither Vowel nor any of its Subsidiaries has received any notice (written or otherwise) that any of the Company Disclosure Schedule sets forth the thirty (30) largest its top twenty customers (measured by dollar amount of revenue) revenue dollars as of the Company and the dollar amount of the Company’s revenues from each such customer for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Material Customers”). Except as set forth on Section 3.01(t)(i) of the Company Disclosure Schedule: (i) all Material Customers continue to be customers of the Company and none of such Material Customers has reduced materially its business with the Company from the levels achieved during the fiscal year ended December 31, 20172008) set forth on Section 3.21(a) of the Vowel Disclosure Schedule (such top twenty customers, andthe “Vowel Material Customers”) intends to, or has threatened to, terminate or reduce in any material respect its business with Vowel and its Subsidiaries, and no such Vowel Material Customer has terminated or reduced its business, or modified its existing terms in an unfavorable manner, with Vowel or its Subsidiaries in the twelve months immediately preceding the date of this Agreement. (b) To the Knowledge of Vowel, neither Vowel nor any of its Subsidiaries has received any notice (written or otherwise) that any of its top ten vendors (measured by payment dollars as of the fiscal year ended December 31, 2008) set forth on Section 3.21(b) of the Vowel Disclosure Schedule (such top ten vendors, the “Vowel Material Vendors”) intends to, or has threatened to, terminate or reduce in any material respect its business with Vowel and its Subsidiaries, and no such Vowel Material Vendor has terminated or reduced its business with Vowel or any of its Subsidiaries, or modified its existing terms in an unfavorable manner, with Vowel or its Subsidiaries in the twelve months immediately preceding the date of this Agreement. (c) Since June 30, 2008, to the Knowledge of the CompanyVowel, no such reduction will occur; neither Vowel nor any of its Subsidiaries has received any material complaints (iiwhether written or oral) no Material Customer has modified or notified the Company of an intention to modify any terms or the pricing of such Material Customer’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Customer has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Customer; and (v) the Company is not involved been engaged in any claim, dispute or controversy material disputes with any of its customers. (ii) Section 3.01(t)(ii) of the Company Disclosure Schedule sets forth the ten (10) largest vendors (measured by dollar amount of purchases) of the Company and the dollar amount of the Company’s purchases from each such vendor for each of the years ended December 31, 2016 and 2017, and as of October 31, 2018 year-to-date (collectively, “Vowel Material Customers or Vowel Material Vendors”). Except as set forth on Section 3.01(t)(ii) of the Company Disclosure Schedule: (i) all Material Vendors continue to be vendors of the Company and none of such Material Vendors has reduced materially its business with the Company from the levels achieved during the year ended December 31, 2017, and, to the Knowledge of the Company, no such reduction will occur; (ii) no Material Vendor has modified or notified the Company of an intention to modify any terms or the pricing of such Material Vendor’s agreement or business with the Company and, to the Knowledge of the Company, no such modification will occur; (iii) no Material Vendor has terminated its relationship with the Company or has threatened to do so; (iv) no event has occurred or circumstances exist that could result in a negative impact on the relationship between the Company and any Material Vendor; (v) the Company is not involved in any claim, dispute or controversy with any Material Vendor; and (vi) the Company is not involved in any claim, dispute or controversy with any of its other vendors that, individually or in the aggregate could reasonably be anticipated to have a Material Adverse Effect.