Top Customers and Top Suppliers. (a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top twenty (20) currently active customers of Company Products (or group of affiliated customers) in connection with such customers based on revenue for the twelve (12) month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). Neither the Company nor any of its Subsidiaries have received written notice, nor does the Company have Knowledge, that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any of its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency.
(b) Section 2.24(b) of the Disclosure Schedule contains a true and correct list of the top twenty (20) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, based on amounts paid or payable by the Company and its Subsidiaries for the twelve (12) month period ending on the Balance Sheet Date (each such supplier, a “Top Supplier”). Neither the Company nor any of 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 and its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy or insolvency.
(c) Since January 1, 2020, the Company and its Subsidiaries have not experienced any (i) material failure of any of the Top Suppliers to timely manufacture, ship or deliver products, raw materials and goods, (ii) material reductions in customer demand, (iii) claim of force majeure by the Company or any of its Subsidiaries or a counterparty to any Material Contract, or (iv) material default under a Material Contract to which the Company or any of its Subsidiaries is a party, in each case, arising out of, resulting from or related to COVID-I9 or COVID-19 Measures.
Top Customers and Top Suppliers. Section 2.20 of the Disclosure Schedule lists the (a) twenty (20) largest customers (the “Top Customers”) of the Company and the Subsidiaries for the twelve (12) month period ended December 31, 2018 and the eight month period ended August 31, 2019 in terms of aggregate total sales in dollars by the Company, and (b) the twenty (20) largest suppliers (the “Top Suppliers”) of the Company and the Subsidiaries for the twelve (12) month period ended December 31, 2018 and the seven month period ended July 31, 2019 in terms of aggregate total purchases in dollars by the Company. To the Knowledge of the Company, since August 31, 2019, no Top Customer or Top Supplier has provided written or verbal notice (A) of a material dispute or (B) that it intends to reduce its purchases from, or sales to, the Company or the Subsidiaries. No Top Customer or Top Supplier has terminated, or provided written notice to terminate, any of its Contracts with the Company or the Subsidiaries.
Top Customers and Top Suppliers. (a) Schedule 5.25(a) sets forth a true, correct, and complete list of the top ten (10) customers of the Company (by revenue received by the Company during each of the twelve (12)-month periods ending December 31, 2017, December 31, 2018 and December 31, 2019 and during the nine (9)-month period ending September 30, 2020) (the “Top Customers”), together with the revenue received from the Top Customers during such periods. No Top Customer has canceled, terminated, or otherwise materially reduced (on a year-over-year basis) its relationship with the Company, and no Top Customer has advised the Company of any intention to do so. There are no pending or, to the knowledge of the Company, threatened disputes with or by any Top Customer.
(b) Schedule 5.25(b) sets forth a true, correct, and complete list of the top ten (10) suppliers of the Company (by amounts paid by the Company during each of the twelve (12)-month periods ending December 31, 2017, December 31, 2018 and December 31, 2019 and during the nine (9)-month period ending September 30, 2020) (the “Top Suppliers”), together with the amounts paid to the Top Suppliers during such periods. No Top Supplier has canceled, terminated, or otherwise materially reduced (on a year-over-year basis) its relationship with the Company, and no Top Supplier has advised the Company of any intention to do so. There are no pending or, to the knowledge of the Company, threatened disputes with or by any Top Supplier.
Top Customers and Top Suppliers. (a) Schedule III.22(a) sets forth a true, correct and complete list of the names of the top ten (10) customers by dollar sales volume paid by such customers to the Company Entities for the year ended December 31, 2023 (each, a “Top Customer”). None of the Top Customers has (i) terminated or given written notice to any Company Entity expressly stating its intention to terminate its relationship with such Company Entity, (ii) given written notice to any Company Entity expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it purchases from such Company Entity or (iii) given written notice to any Company Entity expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract with such Company Entity or the terms on which such Company Entity provides services to such Top Customer.
(b) Schedule III.22(b) sets forth a true, correct and complete list of the names of the top ten (10) suppliers by dollar sales volume paid by the Company Entities to such supplier for the year ended December 31, 2023 (each, a “Top Supplier”). None of the Top Suppliers has (i) terminated or given written notice to any Company Entity expressly stating its intention to terminate its relationship with such Company Entity, (ii) given written notice to such Company Entity expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it provides to such Company Entity or (iii) given written notice to any Company Entity expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract with such Company Entity or the terms on which such Company Entity receives services or products from such Top Supplier.
Top Customers and Top Suppliers. (a) Schedule 3.21(a) of the Disclosure Schedules sets forth a list of the ten largest customers of the Business on a consolidated basis (the “Top Ten Customers”), as measured by the dollar value of annual sales volume to such customers for fiscal year 2020, together with the dollar amount each such customer paid during such period. No Top Ten Customer has, or since the date that 97989374_16 is one year prior to the date hereof has, (i) threatened in writing or, to the Knowledge of the Seller, orally, to cancel or otherwise terminate, not renew or materially reduce the relationship of such Person with the Business or (ii) been engaged in any material dispute with the Acquired Entity or any Purchased Subsidiary.
(b) Schedule 3.21(b) of the Disclosure Schedules sets forth a list of the ten largest suppliers of the Business on a consolidated basis (the “Top Ten Suppliers”), as measured by the dollar value of purchases from such supplier for fiscal year 2020, together with the dollar amount each such supplier was paid during such period. No Top Ten Supplier has, or since the date that is one year prior to the date hereof has, (i) threatened in writing or, to the Knowledge of the Seller, orally, to cancel or otherwise terminate, not renew or materially reduce the relationship of such Person with the Business or (ii) been engaged in any material dispute with the Acquired Entity or any Purchased Subsidiary.
Top Customers and Top Suppliers. (a) Section 2.26(a) of the Disclosure Schedule contains a true and correct list of the top ten (10) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with such customers for the 12 month period ending on June 30, 2021 (each such customer, a “Top Customer”). The Company has not received written notice, nor does the Company have Knowledge, that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationship with the Company (whether related to payment, price or otherwise) on account of the Transactions 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 consistent with past custom and practice.
(b) Section 2.26(b) of the Disclosure Schedule contains a true and correct list of the top five (5) currently active suppliers of the Company, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchases, respectively, for the 12 month period ending on June 30, 2021 (each such supplier, a “Top Supplier”). The Company has not 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 (whether related to payment, price or otherwise) on account of the Transactions 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 of its Subsidiaries consistent with past custom and practice.
Top Customers and Top Suppliers. (a) Schedule 3.24(a) sets forth a true and complete list of the top 10 customers of the Company and the Subsidiaries with respect to revenues, in each case on a consolidated basis (by revenue for each of the 12-month periods ending December 31, 2011 and December 31, 2012) (the “Top Customers”). Since January 1, 2013, no Top Customer has (i) provided the Company or any Subsidiary with any formal written notice of dispute or (ii) terminated or materially reduced, restricted or suspended, or given written (or, to the Company’s Knowledge, oral) notice of an intent to terminate or materially reduce, restrict or suspend, its relationship with the Company or any Subsidiary.
(b) Schedule 3.24(b) sets forth a true and complete list of the top 10 suppliers of the Company and the Subsidiaries on a consolidated basis (by revenue for each of the 12-month periods ending December 31, 2011 and December 31, 2012) (the “Top Suppliers”). Since January 1, 2013, no Top Supplier has (i) provided the Company or any Subsidiary with any formal written notice of dispute or (ii) terminated or materially reduced, restricted or suspended, or given written (or, to the Company’s Knowledge, oral) notice of an intent to terminate or materially reduce, restrict or suspend, its relationship with the Company or any Subsidiary.
Top Customers and Top Suppliers. (a) Schedule 4.32(a) sets forth, as of the date of this Agreement, the top ten (10) customers based on aggregate dollar value of the Company Group’s transaction volume with such counterparty (a “Top Customer”) and the top ten (10) vendors of the Company Group based on aggregate spend of such counterparty (a “Top Supplier”), in each case, during the trailing twelve (12) months for the period ending December 30, 2022.
(b) Except as set forth in Schedule 4.32(b), none of the Top Customers or Top Suppliers 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 in writing to, terminate, cancel or materially limit or materially and adversely modify any of its existing business with a member of the Company Group (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 Supplier is, as of the date of this Agreement, otherwise involved in or threatening a material dispute against a member of the Company Group or their respective businesses.
Top Customers and Top Suppliers. (a) Section 2.25(a) of the Disclosure Schedule contains a true and correct list of the top twenty (20) currently active distributors, licensees or other customers 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 any of its Subsidiaries have received written notice, nor does the Company have Knowledge, that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify its relationship with the Company or any of its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions 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 of its Subsidiaries consistent with past custom and practice.
(b) Section 2.25(b) of the Disclosure Schedule contains a true and correct list of the top twenty (20) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights 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 any of 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 and its Subsidiaries (whether related to payment, price or otherwise) on account of the Transactions 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 of its Subsidiaries consistent with past custom and practice.
Top Customers and Top Suppliers. 5.21.1 Section 5.21.1 of the Disclosure Schedule sets forth a true and complete list of the top ten (10) ultimate customers (e.g., Walmart, Walgreens, CVS) of the Company and its Subsidiaries (by revenue for each of the twelve (12)-month periods ending December 31, 2012 and December 31, 2013) (the “Top Customers”). Since January 1, 2013, no Top Customer has provided the Company or any of its Subsidiaries with any written notice, or, to the Knowledge of the Company with no duty of inquiry, verbal notice, of dispute or terminated or materially reduced, restricted or suspended its relationship with the Company or any of its Subsidiaries.
5.21.2 Section 5.21.2 of the Disclosure Schedule sets forth a true and complete list of the top ten (10) suppliers of the Company and its Subsidiaries (by revenue for each of the twelve (12)-month periods ending December 31, 2012 and December 31, 2013) (the “Top Suppliers”). Since January 1, 2013, no Top Supplier has provided the Company or any of its Subsidiaries with any written notice, or, to the Knowledge of the Company with no duty of inquiry, verbal notice, of dispute or terminated or materially reduced, restricted or suspended its relationship with the Company or any of its Subsidiaries. Except as set forth in Section 5.21.2 of the Disclosure Schedule, to the Knowledge of the Company with no duty of inquiry, none of the Top Suppliers has, during the past three (3) years, been issued a FDA Form 483 or received a warning letter from, or has otherwise been cited by, the FDA or any other Governmental Authority. Except as set forth in Section 5.21.2 of the Disclosure Schedule, none of the Top Suppliers has, during the past three (3) years, materially failed to fulfill its supply obligations with respect to the Business in a timely and complete manner, whether due to an event of force majeure or otherwise.
