Common use of Customers; Vendors Clause in Contracts

Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30, 2020 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30, 2020 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty ten (2010) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September June 30, 2020 2021 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors (which shall include advertising platforms) based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September June 30, 2020 2021 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Customers; Vendors. (a) Section 4.28(a4.19(a) of the Company Disclosure Letter Schedule sets forthforth a complete and accurate list of the top fifty (50) customers of the Business for the year ended December 31, 2023, including annual sales to such customers during such period, as of the date of this Agreement, the top twenty (20) customers based on measured by the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with revenue received by Sellers from such counterparty customers during the trailing twelve months for the such period ending September 30, 2020 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) . The relationships of Sellers with the Top Customers are good working relationships, and none of the Company Disclosure LetterTop Customers has cancelled, terminated or otherwise materially altered its relationship with any Seller and, to the Knowledge of Sellers, none of the Top Customers hasintends or has threatened to, as cancel, terminate or otherwise materially alter its relationship with any Seller. There is no dispute between any Seller and any Top Customer and, to the Knowledge of Sellers, no Top Customer intends to terminate, limit or reduce its business relations with any Seller or otherwise change its business relationship with any Seller. To the date Knowledge of Sellers, the execution of this Agreement, informed in writing any and the consummation of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of transactions contemplated by this Agreement, otherwise involved in or threatening a material dispute against will not adversely affect the Company or relationships of any Seller with its Subsidiaries or their respective businessescustomers. (cb) Section 4.28(c4.19(b) of the Company Disclosure Letter Schedule sets forthforth a complete and accurate list of the top fifty (50) suppliers of materials, products or services to the Business for the year ended December 31, 2023 including Sellers’ aggregate annual purchases therefrom during such period, as of the date of this Agreement, the top twenty (20) vendors based on measured by the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with purchases made by Sellers from such counterparty vendors during the trailing twelve months for the such period ending September 30, 2020 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) . The relationships of Sellers with the Top Vendors are good working relationships, and none of the Company Disclosure LetterTop Vendors has cancelled, terminated or otherwise materially altered its relationship with any Seller and, to the Knowledge of Sellers, none of the Top Vendors hasintends or has threatened to, as cancel, terminate or otherwise materially alter its relationship with any Seller. There is no dispute between any Seller and any Top Vendor and, to the Knowledge of Sellers, no Top Vendor intends to terminate, limit or reduce its business relations with any Seller or otherwise change its business relationship with any Seller. To the date Knowledge of Sellers, the execution of this Agreement, informed in writing any and the consummation of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of transactions contemplated by this Agreement, otherwise involved in or threatening a material dispute against will not adversely affect the Company or relationships of any Seller with its Subsidiaries or their respective businessesvendors.

Customers; Vendors. (a) Section 4.28(a3.21(a) of the Company Disclosure Letter Schedules sets forth, as forth a complete and accurate list of the date of this Agreement, the top twenty (20) customers based of the Company and its Subsidiaries on a consolidated basis for the years ended December 31, 2019 and December 31, 2020 and for the interim period ending on June 30, 2021, including sales to such customers during each such period, as measured by the aggregate Dollar value of the Company’s revenue received by Company (and its Subsidiaries’ transaction volume with ) from such counterparty customers during the trailing twelve months for the period ending September 30, 2020 such periods (the “Top Customers”). None of the Top Customers has cancelled, terminated or otherwise materially altered its relationship with the Company or its Subsidiaries, and none of the Top Customers has threatened in writing to, cancel, terminate or otherwise materially alter its relationship with the Company or its Subsidiaries. There is no material dispute between the Company (or its Subsidiaries, as applicable) and any Top Customer and, to the Company’s Knowledge, no Top Customer intends to terminate or materially limit or reduce its business relations with the Company (or its Subsidiaries) or otherwise materially change its business relationship with the Company (or its Subsidiaries). (b) Except as set forth on Section 4.28(b3.21(b) of the Company Disclosure Letter, none Schedules sets forth a complete and accurate list of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors based suppliers of materials, products or services of the Company and its Subsidiaries on a consolidated basis for the aggregate Dollar value of years ended December 31, 2019 and December 31, 2020 and for the interim period ending on June 30, 2021, including the Company’s (and its Subsidiaries’ transaction volume with ’) aggregate purchases therefrom during each such counterparty period, as measured by the aggregate purchases made by the Company (and its Subsidiaries) from such vendors during the trailing twelve months for the period ending September 30, 2020 such periods (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) . None of the Top Vendors has cancelled, terminated or otherwise materially altered its relationship with the Company Disclosure Letter, (or its Subsidiaries) and none of the Top Vendors has, as of the date of this Agreement, informed has threatened in writing any of to, cancel, terminate or otherwise materially alter its relationship with the Company (or its Subsidiaries). There is no material dispute between the Company (or its Subsidiaries) and any of Top Vendor and, to the Company’s Subsidiaries that it willKnowledge, or, no Top Vendor intends to the knowledge of the Company, has threatened to, terminate, cancel, terminate or materially limit or materially and adversely modify any of reduce its existing business relations with the Company (or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, its Subsidiaries) or otherwise involved in or threatening a material dispute against materially change its business relationship with the Company (or its Subsidiaries or their respective businessesSubsidiaries).

Customers; Vendors. (a) Section 4.28(a3.23(a) of the Company Disclosure Letter Schedule sets forthforth a true and complete list, by dollar volume (as measured by revenue in accordance with GAAP) for the twelve (12) months ended October 31, 2010, of the twenty-five (25) largest customers of the Company and the Company Subsidiaries taken as a whole (the “Significant Customers”). Since October 31, 2010, (i) no Significant Customer has threatened in writing to cancel or otherwise terminate the relationship of such Person with the Company or the Company Subsidiaries (ii) to the Company’s Knowledge, none of the ten (10) largest Significant Customers has threatened or intends to cancel or otherwise terminate the relationship of such Person with the Company or the Company Subsidiaries and (iii) no Significant Customer has decreased materially or threatened in writing to decrease or limit materially its relationship with the Company or the Company Subsidiaries or its usage or purchase of the services or products of the Company or the Company Subsidiaries. To the Company’s Knowledge, as of the date of this Agreementhereof, the top twenty (20) customers based on the aggregate Dollar value consummation of the Company’s and its Subsidiaries’ transaction volume Merger will not adversely affect, in any material respect, the relationship of the Company or the Company Subsidiaries with such counterparty during the trailing twelve months for the period ending September 30, 2020 (the “Top any Significant Customers”). (b) Except as set forth on Section 4.28(b3.23(b) of the Company Disclosure LetterSchedule sets forth a true and complete list, by dollar volume (as measured by expense in accordance with GAAP) for the twelve (12) months ended October 31, 2010, of the fifteen (15) largest vendors (including vendors providing bandwidth, operating systems, electricity or hardware) to the Company and the Company Subsidiaries, taken as a whole (the “Significant Vendors”). Since October 31, 2010, (i) no Significant Vendor has threatened in writing to cancel or otherwise terminate the relationship of such Person with the Company or the Company Subsidiaries, (ii) to the Company’s Knowledge, none of the Top Customers hasten (10) largest Significant Vendors has threatened or intends to cancel or otherwise terminate the relationship of such Person with the Company or the Company Subsidiaries and (iii) no Significant Vendor has decreased materially or threatened in writing to decrease or limit materially its provision of services or products to the Company or the Company Subsidiaries. To the Company’s Knowledge, as of the date hereof, the consummation of this Agreementthe Merger will not adversely affect, informed in writing any material respect, the relationship of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or Subsidiaries with any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businessesSignificant Vendors. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30, 2020 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September June 30, 2020 2021 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September June 30, 2020 2021 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty ten (2010) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30December 31, 2020 2022 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty ten (2010) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30December 31, 2020 2022 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers or Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.

Customers; Vendors. (a) Section 4.28(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty five (205) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30, 2020 2022 (the “Top Customers”). (b) Except as set forth on Section 4.28(b) of the Company Disclosure Letter, none of the Top Customers has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses. (c) Section 4.28(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty five (205) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending September 30, 2020 2022 (the “Top Vendors”). (d) Except as set forth on Section 4.28(d) of the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, informed in writing any of the Company or any of the Company’s Subsidiaries that it will, or, to the knowledge of the Company, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers or Top Vendors is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.