Common use of Customers; Suppliers Clause in Contracts

Customers; Suppliers. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a list of the top 10 customers of the Company and the Company Subsidiaries based on total revenue per customer in the fiscal year ended December 31, 2023 (each, a “Material Customer” and each such Contract, a “Material Customer Agreement”). Neither the Company nor any Company Subsidiary has received any written notice from any Material Customer that such Material Customer shall not continue as a customer of the Company or any Company Subsidiary or that such Material Customer intends to terminate or not renew existing Contracts with the Company or the Company Subsidiaries, except 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 Company and the Company Subsidiaries, taken as a whole. (b) Section 4.19(b) of the Company Disclosure Letter sets forth a list of the top 10 strategic suppliers and vendors of the Company and the Company Subsidiaries based on total expense per supplier or vendor in the fiscal year ended December 31, 2023 (each, a “Material Supplier” and each Contract pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). Neither the Company nor any Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to the Company or any Company Subsidiary or that such Material Supplier intends to terminate existing Contracts with the Company or the Company Subsidiaries, except 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 Company and the Company Subsidiaries, taken as a whole.

Customers; Suppliers. (a) Section 4.19(a) 2.21 of the Company Disclosure Letter Schedule contains a true and correct summary of all nursing homes and other facilities, including assisted living or independent living, and the approximate number of licensed beds in those facilities which are provided products and services by the Business under contract, and, except as set forth in Section 2.21 of the Disclosure Schedule, during the quarter ended March 31, 1998, not more than 5% of the revenues of the Business during such period was attributable to patients serviced in a single nursing home company or other company or any group of affiliated companies. Section 2.21 of the Disclosure Schedule sets forth a complete list of the top 10 customers all nursing home companies (including affiliated companies) known to a Seller Entity to own or control more than 5% of the Company beds serviced by the Business and all nursing home companies, other companies and related groups or entities from which the Company Subsidiaries based on total revenue per customer in the fiscal year ended December 31, 2023 (each, a “Material Customer” and each such Contract, a “Material Customer Agreement”)Business derives directly or indirectly more than 5% of its revenues. Neither the Company nor any Company Subsidiary No Seller Entity has received any written notice from that any Material Customer that such Material Customer shall not continue as a customer of the Company or any Company Subsidiary or that such Material Customer party intends to terminate cancel any contract or not renew existing Contracts materially reduce the level of business it conducts with the Company or the Company Subsidiaries, except 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 Company and the Company Subsidiaries, taken as a wholeBusiness. (b) With respect to any of the contracts applicable to the provision of pharmacy services by the Seller Entities to Seller Facilities, the Seller Entities represent and warrant as follows: (i) Seller Parent makes no representation in this Section 4.19(b2.21(b) regarding whether pharmacy services provided by the Seller Entities pursuant to contracts are in compliance with applicable laws and regulations. Notwithstanding the foregoing, Seller Parent agrees and acknowledges that (x) any liabilities which might arise as a result of such contracts with Seller Facilities or (y) any liabilities which might arise from the operation of the Business prior to Closing as a result of such contracts with facilities other than Seller Facilities, in either case, not complying with such laws and regulations, including disallowances under prudent buyer or related party principles, shall be Excluded Liabilities and accordingly shall remain the obligation and responsibility of Seller Parent; (ii) No Seller Facility intends to reduce materially the level of business which it does with the Business after the Assets and the Business are acquired by Purchaser; and (iii) No actions are contemplated by Seller Parent or any subsidiary or affiliate to sell, transfer or otherwise dispose of any Facility (or Assets thereof) under contract with a Seller Entity. Neither Seller Parent nor any of its subsidiaries or affiliates have executed a purchase and sale agreement or letter of intent to sell, transfer or otherwise dispose of any owned or leased Facility (or Assets thereof). (iv) Notwithstanding the intentions of Seller Parent and any subsidiary of Affiliate expressed in subsections (ii) and (iii) of this Section 2.21(b), the Company Disclosure Letter sets forth a list of parties ac knowledge that neither such intentions nor this Agreement is intended to place any obligations or restrictions on the top 10 strategic suppliers and vendors of the Company and the Company Subsidiaries based on total expense per supplier or vendor in the fiscal year ended December 31, 2023 (each, a “Material Supplier” and each Contract pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). Neither the Company nor any Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to the Company or any Company Subsidiary or that such Material Supplier intends to terminate existing Contracts with the Company Seller Entities or the Company Subsidiaries, except where such termination or non-renewal has not been and Facilities which would not reasonably be expected to be, individually or result in the aggregate, material to the Company and the Company Subsidiaries, taken as a wholeviolation of any Healthcare Law.

Customers; Suppliers. (a) Section 4.19(a) 2.21 of the Company Disclosure Letter Schedule contains a true and correct summary of all nursing homes and other facilities, including assisted living or independent living, and the approximate number of licensed beds in those facilities which are provided products and services by the Business under contract, and, except as set forth in Section 2.21 of the Disclosure Schedule, during the quarter ended March 31, 1998, not more than 5% of the revenues of the Business during such period was attributable to patients serviced in a single nursing home company or other company or any group of affiliated companies. Section 2.21 of the Disclosure Schedule sets forth a complete list of the top 10 customers all nursing home companies (including affiliated companies) known to a Seller Entity to own or control more than 5% of the Company beds serviced by the Business and all nursing home companies, other companies and related groups or entities from which the Company Subsidiaries based on total revenue per customer in the fiscal year ended December 31, 2023 (each, a “Material Customer” and each such Contract, a “Material Customer Agreement”)Business derives directly or indirectly more than 5% of its revenues. Neither the Company nor any Company Subsidiary No Seller Entity has received any written notice from that any Material Customer that such Material Customer shall not continue as a customer of the Company or any Company Subsidiary or that such Material Customer party intends to terminate cancel any contract or not renew existing Contracts materially reduce the level of business it conducts with the Company or the Company Subsidiaries, except 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 Company and the Company Subsidiaries, taken as a wholeBusiness. (b) With respect to any of the contracts applicable to the provision of pharmacy services by the Seller Entities to Seller Facilities, the Seller Entities represent and warrant as follows: (i) Seller Parent makes no representation in this Section 4.19(b2.21(b) regarding whether pharmacy services provided by the Seller Entities pursuant to contracts are in compliance with applicable laws and regulations. Notwithstanding the foregoing, Seller Parent agrees and acknowledges that (x) any liabilities which might arise as a result of such contracts with Seller Facilities or (y) any liabilities which might arise from the operation of the Business prior to Closing as a result of such contracts with facilities other than Seller Facilities, in either case, not complying with such laws and regulations, including disallowances under prudent buyer or related party principles, shall be Excluded Liabilities and accordingly shall remain the obligation and responsibility of Seller Parent; (ii) No Seller Facility intends to reduce materially the level of business which it does with the Business after the Assets and the Business are acquired by Purchaser; and (iii) No actions are contemplated by Seller Parent or any subsidiary or affiliate to sell, transfer or otherwise dispose of any Facility (or Assets thereof) under contract with a Seller Entity. Neither Seller Parent nor any of its subsidiaries or affiliates have executed a purchase and sale agreement or letter of intent to sell, transfer or otherwise dispose of any owned or leased Facility (or Assets thereof). (iv) Notwithstanding the intentions of Seller Parent and any subsidiary of Affiliate expressed in subsections (ii) and (iii) of this Section 2.21(b), the Company Disclosure Letter sets forth a list of parties acknowledge that neither such intentions nor this Agreement is intended to place any obligations or restrictions on the top 10 strategic suppliers and vendors of the Company and the Company Subsidiaries based on total expense per supplier or vendor in the fiscal year ended December 31, 2023 (each, a “Material Supplier” and each Contract pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”). Neither the Company nor any Company Subsidiary has received any written notice from any Material Supplier that such Material Supplier shall not continue as a supplier or vendor to the Company or any Company Subsidiary or that such Material Supplier intends to terminate existing Contracts with the Company Seller Entities or the Company Subsidiaries, except where such termination or non-renewal has not been and Facilities which would not reasonably be expected to be, individually or result in the aggregate, material to the Company and the Company Subsidiaries, taken as a wholeviolation of any Healthcare Law.

Customers; Suppliers. (a) Section 4.19(a3.22(a) of the Company Seller Disclosure Letter Schedule sets forth a list of the top 10 ten (10) largest customers of the Company and the Company Subsidiaries based on total Business measured by revenue per customer in the fiscal for Seller’s 2018 calendar year ended December 31, 2023 (each, a “Material Business Top Customer” and each such Contract, a “Material Customer Agreement”). Neither Except where such failure would not reasonably be expected to be material to the Company nor Business, as a whole, none of Seller or any Company Subsidiary of its Subsidiaries (solely with respect to the Business) (a) has any outstanding dispute with any Business Top Customer, or (b) has, since January 1, 2017, received any written notice from any Material Business Top Customer that such Material Business Top Customer shall not continue continue, or does not expect to continue, as a customer of the Company or any Company Subsidiary Business, or that such Material Business Top Customer intends to terminate materially reduce the scale of the business conducted with Seller or not renew existing Contracts any of its Subsidiaries (solely with respect to the Company Business). (b) Section 3.22(b) of the Seller Disclosure Schedule sets forth a list of the ten (10) largest suppliers or subcontractors of the Company Subsidiaries, except Business measured by purchases during Seller’s 2017 fiscal year (a “Business Top Supplier”). Except where such termination or non-renewal has not been and failure would not reasonably be expected to be, individually or in the aggregate, be material to the Company and the Company SubsidiariesBusiness, taken as a whole., none of Seller or any of its Subsidiaries (solely with respect to the Business) (a) has any outstanding dispute with any Business Top Supplier, or (b) Section 4.19(b) of the Company Disclosure Letter sets forth a list of the top 10 strategic suppliers and vendors of the Company and the Company Subsidiaries based on total expense per supplier or vendor in the fiscal year ended December 31has, 2023 (eachsince January 1, a “Material Supplier” and each Contract pursuant to which the Company or a Company Subsidiary paid those amounts to the applicable Material Supplier2017, a “Material Supplier Agreement”). Neither the Company nor any Company Subsidiary has received any written notice from any Material Business Top Supplier that such Material Business Top Supplier shall not continue continue, or does not expect to continue, as a supplier or vendor to subcontractor of the Company or any Company Subsidiary Business, or that such Material Business Top Supplier intends to terminate existing Contracts materially reduce the scale of the business conducted with the Company Seller or the Company Subsidiaries, except where such termination or non-renewal has not been and would not reasonably be expected to be, individually or in the aggregate, material any of its Subsidiaries (solely with respect to the Company and the Company Subsidiaries, taken as a wholeBusiness).