Common use of Top Customers and Suppliers Clause in Contracts

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 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, 20192021, 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 any Target 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 Knowledge of 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 Knowledge of 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 6.23 6.24 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, 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 VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor Supplier 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 intends to 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 Supplier 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 two (122) months years been engaged in any material dispute with any Top Vendor Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 of the Company Disclosure Schedules lists, by dollar volume received by or paid to the Target CompaniesCompanies (in aggregate), as applicable, for each of the twelve (12) months ended on December 3128, 20192020, 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 CNY volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors 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, has or given written notice to 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 to modify materially its material relationships with a Target Company or (B) 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 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 6.23 4.24 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192021 and (b) the period from January 1, 2021 through the Interim Balance Sheet Date, the ten (101) largest customers (with names redacted but with customer identification numbers provided in lieu thereof) of the Target Companies (the “Top Customers”) and the ten (10) largest suppliers of goods or services to the Target Companies (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each the Target Company Companies with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor Supplier 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 intends to 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 Supplier 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 two (122) months years been engaged in any material dispute with any Top Vendor Supplier 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 adversely affect the relationship of any Target Company with any Top Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 4.24 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192021 and (b) the period from January 1, 2022 through the Interim Balance Sheet Date, 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 VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor Supplier 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 intends to 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 Supplier 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 two (122) months years been engaged in any material dispute with any Top Vendor Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 5.24 lists, by dollar dollar, volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192021 and (b) the period from January 1, 2022 through the Interim Balance Sheet Date, the ten (10) largest customers (with names redacted but with customer identification numbers provided in lieu thereof) of the Target Companies Company (the “Top Customers”) and the ten largest suppliers of goods or services to the Target Companies Company (the “Top VendorsSuppliers”), including but not limited to Company IP Licenses, along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Target Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a the Target Company, and (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Target Company’s Knowledge, threatened in writing to (A) stop, decrease or limit materially, or intends to modify materially its material relationships with a the 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 Target Company’s Knowledge, no Top Vendor Supplier 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 not within the past twelve two (122) months years been engaged in any material dispute with any Top Vendor Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192022 and (b) the period from January 1, 2023 through the Interim Balance Sheet Date, 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 (10) 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 such suppliers and Top Vendors 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, terminated or, has given to the Company any written notice Company’s Knowledge, intends 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 intends to modify materially its material relationships with a Target Company or (B) 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 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) except as set forth on Schedule 6.23, no Target Company has within the past twelve two (122) months 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 by this Agreement and the Ancillary Documents will not adversely affect the relationship of any Target Company with any Top Vendor or Top Customer.

Top Customers and Suppliers. Schedule 6.23 4.23 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192016 and (b) the period from January 1, 2017 through the Interim Balance Sheet Date, 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 VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given informed the Company in writing of any written notice intent to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor Supplier 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 given written notice of any intent to modify materially its material relationships with a Target Company or (B) or, to the Company’s Knowledge, given written notice of any intent 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 Vendor Supplier or Top Customer intends to refuse has given written notice of its refusal to pay any material amount due to any Target Company or seek to exercise any remedy against any Target Company, Company and (iv) no Target Company has within the past twelve two (122) months years been engaged in any material dispute with any Top Vendor Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 4.23 lists, by dollar volume received by or paid to the Target Companies, as applicable, for the twelve (12) months ended on December 31, 2019period from the Company Incorporation Date through the Balance Sheet Date, the ten (10) largest key customers (with names redacted but with customer identification numbers provided in lieu thereof) of the Target Companies Company (the “Top Customers”) and the ten largest key suppliers of goods or services to the Target Companies Company (the “Top VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each Target the Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target the Company, and (ii) no Top Vendor Supplier 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 intends to modify materially its material relationships with a Target the Company or (B) intends to stop, decrease or limit materially its products or services to any Target the Company or its usage or purchase of the products or services of any Target the Company, (iii) to the Company’s Knowledge, no Top Vendor Supplier or Top Customer intends to refuse to pay any material amount due to any Target the Company or seek to exercise any remedy against any Target the Company, and (iv) no Target the Company has within not since the past twelve (12) months Company Incorporation Date been engaged in any material dispute with any Top Vendor Supplier or Top Customer, and (v) to the Company’s Knowledge, the consummation of the transactions contemplated in this Agreement will not affect the relationship of the Company with any Top Supplier or Top Customer.

Top Customers and Suppliers. Schedule 6.23 4.24 lists, by dollar volume received by or paid to the Target Companiespaid, as applicable, for each of (a) the twelve (12) months ended on December 31, 20192021 and (b) the period from January 1, 2022 through the Interim Balance Sheet Date, 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 VendorsSuppliers”), along with the amounts of such dollar volumes. The relationships of each Target Company with the Top Customers such suppliers and Top Vendors customers are good commercial working relationships and (i) no Top Vendor Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, has given to the Company any written notice Company’s Knowledge, intends to cancel or otherwise terminate, any material relationships of such Person with a Target Company, and (ii) no Top Vendor Supplier or Top Customer has during the last twelve (12) months decreased materially or, to the Company’s Knowledge, or threatened in writing to (A) stop, decrease or limit materially, or intends to 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 Supplier or Top Customer intends has threatened in writing 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 two (122) months years been engaged in any material dispute with any Top Vendor Supplier or Top Customer.