Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume paid for each of (a) the twelve (12) months ended on December 31, 2019 and (b) the period from January 1, 2020 through the Interim Balance Sheet Date, the key customers of the Target Companies (the “Top Customers”) and the key suppliers of goods or services to the Target Companies (the “Top Suppliers”). The relationships of each Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with a Target Company or intends to stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, (iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer, and (v) the consummation of the transactions contemplated in this Agreement and the other Ancillary Documents will not affect the relationship of any Target Company with any Top Supplier or Top Customer.
Top Customers and Suppliers. Section 2.25 of the Company Disclosure Letter lists, the five largest customers of the Shuhai Group (the “Top Customers”) and the five largest suppliers of goods or services to the Shuhai Group (the “Top Suppliers”). The relationships of each of the Company or any Shuhai Subsidiary with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last six months has threatened to cancel or otherwise terminate, or, to the Company’s knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last six months decreased materially or, to the Company’s knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with the Company or a Shuhai Subsidiary or intends to stop, decrease or limit materially its products or services to any of the Company or the Shuhai Subsidiaries or its usage or purchase of the products or services of Company or any Shuhai Subsidiary, (iii) to the Company’s knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to any of the Company or the Shuhai Subsidiaries or seek to exercise any remedy against any of the Company or the Shuhai Subsidiaries, (iv) neither the Company nor any Shuhai Subsidiary has within the past six months been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to the Company’s knowledge, the consummation of the transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not affect the relationship of any of the Company or the Shuhai Subsidiaries with any Top Supplier or Top Customer.
Top Customers and Suppliers. Schedule 6.23 lists, by dollar volume received by or paid to the Target Companies, as applicable, for the twelve (12) months ended on December 31, 2019, the ten (10) largest customers (with names redacted but with customer identification numbers provided in lieu thereof) of the Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the Target Companies (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers and Top Vendors are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given the Company any written notice to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened in writing to (A) stop, decrease or limit materially, or modify materially its material relationships with a Target Company or (B) stop, decrease or limit materially its products or services to any Target Company or its usage or purchase of the products or services of any Target Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any material amount due to any Target Company or seek to exercise any remedy against any Target Company, and (iv) no Target Company has within the past twelve (12) months been engaged in any material dispute with any Top Vendor or Top Customer.
Top Customers and Suppliers. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for the twelve (12) months ended on June 30, 2018, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Company (the “Top Vendors”), along with the amounts of such dollar volumes. The relationships of the Company with such suppliers and customers are good commercial working relationships and (i) no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its material relationships with the Company or intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services of the Company, (iii) to the Company’s Knowledge, no Top Vendor or Top Customer intends to refuse to pay any amount due to the Company or seek to exercise any remedy against the Company, (iv) the Company has not within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement and the Ancillary Documents will not affect the relationship of the Company with any Top Vendor or Top Customer. The Company provides services and has never sold, licensed or distributed any product to any Person.
Top Customers and Suppliers. (a) Section 3.21(a) of the Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2018 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any Knowledge, that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency, or is otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice.
(b) Section 3.21(b) of the Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the calendar year ending December 31, 2018 (each such supplier, a “Top Supplier”). The Company nor its Subsidiaries have received written notice, nor does the Company have Knowledge, that any Top Supplier (i) intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practice.
Top Customers and Suppliers. Schedule 4.22 lists, by dollar volume received or paid, as applicable, for the twelve (12) months ended on December 31, 2022, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest suppliers of goods or services to the Target Companies (the “Top Suppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, threatened to stop, decrease or limit materially, or, to the Company’s Knowledge, intends to modify materially its material relationships with a Target Company, (iii) to the Company’s Knowledge, no Top Supplier or Top Customer has notified the Company that it intends to refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company, and (iv) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Supplier or Top Customer.
Top Customers and Suppliers. (a) Section 4.25(a) of the Disclosure Schedule contains a true, correct and complete list of the top 20 currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the 12-month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any Knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its existing Contracts with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. Neither the Company nor any of its Subsidiaries is engaged in any material dispute with any Top Customer.
(b) Section 4.25(b) of the Disclosure Schedule contains a true, correct and complete list of the top 10 currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property or otherwise, by dollar volume of sales and purchases, respectively, for the 12-month period ending on the Balance Sheet Date (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have Knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its existing Contracts with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by this Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services to the Company or any Subsidiary consistent with past custom and practice. Neither the Company nor any of its Subsidiaries is engaged in any material dispute with any Top Supplier.
Top Customers and Suppliers. Section 3.24 of the Company Disclosure Letter sets forth a true, correct and complete list of the names of the twenty-five largest customers of the Company and its Subsidiaries on a consolidated basis (as measured by gross revenue per customer for the fiscal year of the Company ended February 28, 2013) (the “Top Customers”) and the twenty largest vendors and suppliers of the Company and its Subsidiaries on a consolidated basis (as measured by total purchases per vendor for products or services for the fiscal year of the Company ended February 28, 2013 (the “Top Suppliers”). Section 3.24 of the Company Disclosure Letter also sets forth a true, correct and complete list of the fifty largest customers of the Company and its Subsidiaries on a consolidated basis (as measured by gross revenue per customer for the fiscal year of the Company ended February 28, 2013) setting forth (on a month to month basis) the Company’s gross revenue generated by each such customer during the fiscal year of the Company ended February 28, 2013. Since May 1, 2013: (a) no Top Customer or Top Supplier has discontinued its relationship with the Company or has notified the Company or any of its Subsidiaries in writing that such Top Customer or Supplier intends to discontinue such relationship; and (b) no Top Customer or Top Supplier has changed its relationship with the Company or any of its Subsidiaries in a manner that materially and adversely affected (or reasonably could be expected to materially and adversely affect) the Company or any of its Subsidiaries or has notified the Company or any of its Subsidiaries in writing that such Top Customer or Supplier intends to change such relationship in a manner which the Company reasonably believes could be expected to materially and adversely affect the Company or any of its Subsidiaries. To the Knowledge of the Company, no such Top Customer or Top Supplier has any plans to discontinue such relationship or to otherwise change such relationship in a manner which reasonably could be expected to materially and adversely affect the Company or any of its Subsidiaries.
Top Customers and Suppliers. Schedule 4.16 of the Disclosure Schedules sets forth (a) the top 10 customers of the Business by net revenue during the 12-month period ended December 31, 2016 (the “Top Customers”) and (b) the top 10 suppliers of the Business by expenditures during the 12-month period ended as at December 31, 2016 (the “Top Suppliers”). None of the Top Customers or the Top Suppliers has canceled or otherwise terminated its relationship with the Business, and Sellers have not received written notice or, to the Knowledge of Sellers, any other communication that any such Top Customer or Top Supplier, as the case may be, intends to terminate or otherwise materially adversely modify its relationship with the Business.
Top Customers and Suppliers. Section 2.25 of the Cody Disclosure Letter lists, the five largest customers of Cody (the “Top Customers”) and the five largest suppliers of goods or services to Cody (the “Top Suppliers”). The relationships of Cody with such suppliers and customers are good commercial working relationships and (i) no Top Supplier or Top Customer within the last six months has threatened to cancel or otherwise terminate, or, to Cody’s knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, (ii) no Top Supplier or Top Customer has during the last six months decreased materially or, to Cody’s knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with Cody or intends to stop, decrease or limit materially its products or services to Cody or its usage or purchase of the products or services of Cody, (iii) to Cody’s knowledge, no Top Supplier or Top Customer intends to refuse to pay any amount due to Cody or seek to exercise any remedy against Cody, (iv) Cody has not within the past six months been engaged in any material dispute with any Top Supplier or Top Customer, and (v) to Cody’s knowledge, the consummation of the transactions contemplated in this Agreement and the other ancillary documents contemplated thereto will not affect the relationship of Cody with any Top Supplier or Top Customer.
