Common use of Customers; Suppliers; Resellers Clause in Contracts

Customers; Suppliers; Resellers. (a) Section 3.16(a) of the Seller Disclosure Letter sets forth a list of the top twenty (20) customers of the Business that have a Contract with Seller or its Subsidiaries based on total bookings for the three (3) most recently completed fiscal years of the Business, in the aggregate (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each Material Customer, a “Material Customer Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of Seller or that such Material Customer intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (b) Section 3.16(b) of the Seller Disclosure Letter sets forth a list of the top fifteen (15) suppliers or vendors of the Business based on total spend by the Business during the fiscal year ended March 29, 2019 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each Material Supplier, a “Material Supplier Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to Seller or its Subsidiaries, that such Material Supplier intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (c) Section 3.16(c) of the Seller Disclosure Letter sets forth a list of the top twenty (20) resellers, global service providers, global systems integrators, managed service providers or global technology partners of the Business based on total bookings for the three (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each Material Reseller, a “Material Reseller Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Reseller that such Material Reseller shall not continue as a reseller, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, to Seller or that such Material Reseller intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Distributor” and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”).

Customers; Suppliers; Resellers. (a) Section 3.16(a4.19(a) of the Seller Company Disclosure Letter sets forth a list of the top twenty (20) customers of the Business Company and the Company Subsidiaries that have a Contract with Seller the Company or its Subsidiaries based on total bookings for a Company Subsidiary pursuant to which the three (3) most recently completed Company or any Company Subsidiary received revenue during the fiscal years year ended December 31, 2018 in excess of the Business, in the aggregate $500,000 (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each Material Customersuch contract, a “Material Customer Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of Seller the Company or that such Material Customer intends to terminate, modify or not renew terminate existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (b) Section 3.16(b4.19(b) of the Seller Company Disclosure Letter sets forth a list of the top fifteen (15) suppliers or and vendors of the Business based on total spend by Company and the Business Company Subsidiaries with whom the Company and the Company Subsidiaries (x) spent at least $1,500,000 during the fiscal year ended March 29December 31, 2019 2018 or (y) provide products or services (or components thereof) to the Company that are incorporated in or necessary to the manufacture, use, distribution, maintenance, or support of any aspect of the Company Dry Electrode Technology (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier to the Company or vendor to Seller or its Subsidiaries, that such Material Supplier intends to terminate, modify or not renew with respect to Company Dry Electrode Technology modify, existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (c) Section 3.16(c4.19(c) of the Seller Company Disclosure Letter sets forth a list of the top twenty (20) resellersany Person that acted as a reseller, global service providersdistributer, global systems integratorsreferrer, managed service providers sales agent or global technology partners of the Business based on total bookings in another similar capacity for the three (3) most recently completed Company or any Company Subsidiary, and with whom the Company and the Company Subsidiaries spent at least $1,500,000 during the fiscal years of Selleryear ended December 31, in the aggregate 2018 (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Reseller, a “Material Reseller Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Reseller that such Material Reseller shall not continue as a reseller, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, to Seller its relationship with the Company or that such Material Reseller intends to terminate, modify or not renew terminate existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Distributor” and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”).

Customers; Suppliers; Resellers. (a) Section 3.16(a4.19(a) of the Seller Company Disclosure Letter sets forth a list of the top twenty (20) customers of the Business Company and the Company Subsidiaries that have a Contract with Seller the Company or its Subsidiaries based on total bookings a Company Subsidiary pursuant to which the Company or any Company Subsidiary received revenue for the three (3) most recently completed fiscal years year ended March 31, 2018 in excess of the Business, in the aggregate $18,000,000 (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each Material Customersuch contract, a “Material Customer Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of Seller the Company or that such Material Customer intends to terminate, modify terminate or not renew existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and the Company Subsidiaries, taken as a whole. (b) Section 3.16(b4.19(b) of the Seller Company Disclosure Letter sets forth a list of the top fifteen (15) suppliers or and vendors of the Business based on total spend by Company and the Business Company Subsidiaries with whom the Company and the Company Subsidiaries have spent at least $6,000,000 during the fiscal year ended March 2931, 2019 2018 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to Seller the Company or its Subsidiaries, that such Material Supplier intends to terminate, modify or not renew terminate existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and the Company Subsidiaries, taken as a whole. (c) Section 3.16(c4.19(c) of the Seller Company Disclosure Letter sets forth a list of the top twenty (20) resellerseach reseller, global service providersprovider, global systems integratorsintegrator, managed service providers servicer provider or global technology partners of partner pursuant to which the Business based on total bookings Company or any Company Subsidiary received revenue for the three (3) most recently completed fiscal years year ended March 31, 2018 in excess of Seller, in the aggregate $18,000,000 (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each Material Reseller, a “Material Reseller Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Reseller that such Material Reseller shall not continue as a reseller, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, to Seller the Company or that such Material Reseller intends to terminate, modify terminate or not renew existing Contracts with Seller the Company or its the Company Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of Company and the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of SellerCompany Subsidiaries, in the aggregate (each, a “Material Distributor” and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue taken as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Businesswhole. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”).

Customers; Suppliers; Resellers. (a) Section 3.16(a4.19(a) of the Seller Company Disclosure Letter sets forth a list of the top twenty (20) 150 customers of the Business Company and the Company Subsidiaries that have a Contract with Seller the Company or its Subsidiaries a Company Subsidiary based on total bookings for per customer over the last three (3) most recently completed fiscal years of the Business, in the aggregate (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each Material Customersuch contract, a “Material Customer Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of Seller the Company or any Company Subsidiary or that such Material Customer intends to terminate, modify terminate or not renew existing Contracts with Seller the Company or its the Company Subsidiaries, except as where such termination or non-renewal has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and the Company Subsidiaries, taken as a whole. (b) Section 3.16(b4.19(b) of the Seller Company Disclosure Letter sets forth a list of the top fifteen (15) ten strategic suppliers or and vendors of the Business based on total spend by Company and the Business during Company Subsidiaries for the fiscal year ended March 29January 28, 2019 2022 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to Seller the Company or its Subsidiaries, any Company Subsidiary or that such Material Supplier intends to terminate, modify or not renew terminate existing Contracts with Seller the Company or its the Company Subsidiaries, except as where such termination or non-renewal has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and the Company Subsidiaries, taken as a whole. (c) Section 3.16(c4.19(c)(i) of the Seller Company Disclosure Letter sets forth a list of the Company’s top twenty 10 global distributors (20) resellers, global service providers, global systems integrators, managed service providers or global technology partners of the Business based on total bookings variable cost net bookings) and Section 4.19(c)(ii) of the Company Disclosure Letter sets forth a list of the Company’s top 10 global resellers, in each case for the three (3) most recently completed fiscal years of Selleryear ended January 28, in the aggregate 2022 (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each Material Reseller, a “Material Reseller Agreement”). As of the date hereof, neither Seller the Company nor any of its Subsidiaries Company Subsidiary has received any written notice from any Material Reseller that such Material Reseller shall not continue as a reseller, distributor, cloud provider, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, to Seller the Company or any Company Subsidiary or that such Material Reseller intends to terminate, modify terminate or not renew existing Contracts with Seller the Company or its the Company Subsidiaries, except as where such termination or non-renewal has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of Company and the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of SellerCompany Subsidiaries, in the aggregate (each, a “Material Distributor” and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue taken as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Businesswhole. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”).

Customers; Suppliers; Resellers. (a) Section 3.16(a3.19(a) of the Seller Company Disclosure Letter Schedule sets forth a list the ten (10) largest customers (by revenue) of the top twenty (20) customers Company and any of the Business that have a Contract with Seller or its Subsidiaries based (on total bookings for a consolidated basis) during the three (3) most recently completed fiscal years of the Businessyear ended September 27, in the aggregate 2019 (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each a Material Customer pursuant to which the Company or its Subsidiaries provides products or services to such Material Customer, a “Material Customer Agreement”). As of Since September 27, 2019 through the date hereof, neither Seller the Company nor any of its Subsidiaries has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of Seller the Company or that such Material Customer intends to terminate, modify terminate or not renew its existing Contracts Material Customer Agreement with Seller the Company or any of its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and any of its Subsidiaries, taken as a whole. (b) Section 3.16(b3.19(b) of the Seller Company Disclosure Letter Schedule sets forth a list the ten (10) largest suppliers and vendors (by expenditure) of the top fifteen Company and any of its Subsidiaries (15on a consolidated basis) suppliers or vendors of the Business based on total spend by the Business during the fiscal year ended March 29September 27, 2019 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each pursuant to which the Company or any of its Subsidiaries paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). As of Since September 27, 2019 through the date hereof, neither Seller the Company nor any of its Subsidiaries has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to Seller the Company or its Subsidiaries, that such Material Supplier intends to terminate, modify terminate its existing Material Supplier Agreement with the Company or not renew existing Contracts with Seller or any of its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the BusinessCompany and any of its Subsidiaries, taken as a whole. (c) Section 3.16(c3.19(c) of the Seller Company Disclosure Letter Schedule sets forth a list the ten (10) largest distributors in the combined region that consists of China, Europe, Middle East, India and Africa (by installed base) of the top twenty Company and any of its Subsidiaries (20on a consolidated basis) resellersduring the fiscal year ended September 27, global service providers, global systems integrators, managed service providers or global technology partners of the Business based on total bookings for the three (3) most recently completed fiscal years of Seller, in the aggregate 2019 (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each Material ResellerReseller pursuant to which such Material Reseller provides such distribution services to the Company or its Subsidiaries, a “Material Reseller Agreement”). As of Since September 27, 2019 through the date hereof, neither Seller the Company nor any of its Subsidiaries has received any written notice from any Material Reseller that such Material Reseller shall not continue as a reseller, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, distributor to Seller the Company or that such Material Reseller intends to terminate, modify terminate or not renew its existing Contracts Material Reseller Agreement with Seller the Company or any of its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Distributor” Company and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue Subsidiaries, taken as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Businesswhole. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”).

Customers; Suppliers; Resellers. (a) Section 3.16(aSchedule 2.28(a) of the Seller Company Disclosure Letter sets forth identifies, and provides a list summary of the top twenty (20) revenues received from, the 15 largest customers of the Business that have a Contract with Seller or its Subsidiaries based on total bookings Company by revenue for the three 12 months ended on the Most Recent Balance Sheet Date (3) most recently completed fiscal years of the Business, in the aggregate (each, a “Material Customer” and each Contract (other than Contracts that are immaterial) with each Material Customer, a “Material Customer AgreementLarge Customers”). As of the date hereof, neither Seller the Company nor any of its the Subsidiaries has received any written notice from any Material Large Customer indicating that any such Material Customer shall not continue as a customer of Seller or that such Material Large Customer intends to terminateterminate or materially diminish its purchases from the Company and the Subsidiaries. As of the date hereof, modify there are no material disputes pending or not renew existing Contracts threatened in writing under or relating to any Contract with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Businessany Large Customer. (b) Section 3.16(bSchedule 2.28(b) of the Seller Company Disclosure Letter sets forth identifies, and provides a list summary of the top fifteen (15) purchases made from, the 15 largest suppliers or vendors of the Business based Company and the Subsidiaries by aggregate purchases for the 12 months ended on total spend by the Business during Most Recent Balance Sheet Date (the fiscal year ended March 29, 2019 (each, a “Material Supplier” and each Contract (other than Contracts that are immaterial) with each Material Supplier, a “Material Supplier AgreementLarge Suppliers”). As of the date hereof, neither Seller the Company nor any of its the Subsidiaries has received any written notice from any Material Large Supplier indicating that any such Material Supplier shall not continue as a supplier or vendor to Seller or its Subsidiaries, that such Material Large Supplier intends to terminateterminate or materially diminish its business relationship with the Company and the Subsidiaries. As of the date hereof, modify there are no material disputes pending or not renew existing Contracts threatened in writing under or relating to any Contract with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Businessany Large Suppliers. (c) Section 3.16(cSchedule 2.28(c) of the Seller Company Disclosure Letter sets forth identifies, and provides a list summary of the top twenty (20) resellersrevenues received from, global service providersthe 15 largest marketers, global systems integratorsdistributors or resellers of Company Products, managed service providers or global technology partners including resellers of the Business based on total bookings Company support services, by revenue for the three 12 months ended on the Most Recent Balance Sheet Date (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Reseller” and each Contract (other than Contracts that are immaterial) with each Material Reseller, a “Material Reseller AgreementLarge Resellers”). As of the date hereof, neither Seller the Company nor any of its the Subsidiaries has received any written notice from any Material Large Reseller indicating that any such Material Reseller shall not continue as a reseller, global service provider, global systems integrator, managed servicer provider or global technology partner, as applicable, to Seller or that such Material Large Reseller intends to terminate, modify terminate or not renew existing Contracts materially diminish its business relationship with Seller or its the Company and the Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (d) Section 3.16(d) of the Seller Disclosure Letter sets forth a list of the top twenty (20) distributors of the Business based on bookings of the Business for the three (3) most recently completed fiscal years of Seller, in the aggregate (each, a “Material Distributor” and each Contract (other than Contracts that are immaterial) with each Material Distributor, a “Material Distributor Agreement”). As of the date hereof, neither Seller nor there are no material disputes pending or threatened in writing under or relating to any of its Subsidiaries has received any written notice from any Material Distributor that such Material Distributor shall not continue as a distributor to Seller or its Subsidiaries or that such Material Distributor intends to terminate, modify or not renew existing Contracts with Seller or its Subsidiaries, except as has not been and would not reasonably be expected to be, individually or in the aggregate, material to the Business. (e) Section 3.16(e) of the Seller Disclosure Letter sets forth a list of the top five (5) Governmental Entity customers of the Business based on total bookings for the fiscal year ended March 29, 2019 (each a “Material Government Entity Customer” and each Contract with each Material Government Entity Customer, a “Material Government Entity Customer Agreement”)any Large Reseller.