Common use of Top Customers and Top Suppliers Clause in Contracts

Top Customers and Top Suppliers. (a) Section 2.24(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 12 month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). As of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), 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 2.24(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 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”). As of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), 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. (a) Section 2.24(aSchedule 4.24(a) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with dollar sales volume paid by such customers to the Company and its Subsidiaries for the 12 month period ending on the Balance Sheet Date year ended December 31, 2022 (each such customereach, a “Top Customer”). As None of the Agreement Date, neither Top Customers has (i) terminated or given written notice to the Company nor or any of its Subsidiaries have received written or, expressly stating its intention to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify terminate its relationship with the Company or any of its Subsidiaries (whether related to paymentSubsidiaries, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy given written notice to the Company or insolvency or isany of its Subsidiaries expressly stating that, or is reasonably likely following the date of this Agreement, it plans to become, otherwise unable to purchase goods reduce substantially the quantity of products or services that it purchases from the Company or any of its Subsidiaries consistent or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract with past custom and practicethe Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries provides services to such Top Customer. (b) Section 2.24(bSchedule 4.24(b) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active suppliers of by dollar sales volume paid by the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchases, respectively, Subsidiaries to such supplier for the 12 month period ending on the Balance Sheet Date year ended December 31, 2022 (each such suppliereach, a “Top Supplier”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier Suppliers has (i) intends to cancel, terminated 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 given written notice to the Company or any of its Subsidiaries consistent expressly stating its intention to terminate its relationship with past custom and practicethe Company or any of its Subsidiaries, (ii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it provides to the Company or any of its Subsidiaries or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, that it desires to renegotiate its Contract with the Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries receives services or products from such Top Supplier.

Top Customers and Top Suppliers. (a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with such customers for the 12 twelve (12) month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). As of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), 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 2.24(b) of the Disclosure Schedule contains a true and correct list of the top twenty five ten (2510) 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 twelve (12) month period ending on the Balance Sheet Date (each such supplier, a “Top Supplier”). As of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), 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. (a) Section 2.24(aSchedule 3.25(a) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with dollar sales volume paid by such customers to the Company and its Subsidiaries for the 12 month period ending on the Balance Sheet Date year ended December 31, 2023 (each such customereach, a “Top Customer”). As None of the Agreement Date, neither Top Customers has (i) terminated or given written notice to the Company nor or any of its Subsidiaries have received written or, expressly stating its intention to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify terminate its relationship with the Company or any of its Subsidiaries (whether related to paymentSubsidiaries, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy given written notice to the Company or insolvency or isany of its Subsidiaries expressly stating that, or is reasonably likely following the date of this Agreement, it plans to become, otherwise unable to purchase goods reduce substantially the quantity of products or services that it purchases from the Company or any of its Subsidiaries consistent or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract with past custom and practicethe Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries provides services to such Top Customer. (b) Section 2.24(bSchedule 3.25(b) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active suppliers of by dollar sales volume paid by the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchases, respectively, Subsidiaries to such supplier for the 12 month period ending on the Balance Sheet Date year ended December 31, 2023 (each such suppliereach, a “Top Supplier”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier Suppliers has (i) intends to cancel, terminated 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 given written notice to the Company or any of its Subsidiaries consistent expressly stating its intention to terminate its relationship with past custom and practicethe Company or any of its Subsidiaries, (ii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it provides to the Company or any of its Subsidiaries or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, that it desires to renegotiate its Contract with the Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries receives services or products from such Top Supplier.

Top Customers and Top Suppliers. (a) Section 2.24(aSchedule 4.24(a) of the Company Disclosure Schedule contains Schedules sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with dollar sales volume paid by such customers to the Company and its Subsidiaries for the 12 month period ending on the Balance Sheet Date year ended December 31, 2020 (each such customereach, a “Top Customer”). As None of the Agreement Date, neither Top Customers has (i) terminated or given written notice to the Company nor or any of its Subsidiaries have received written or, expressly stating its intention to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify terminate its relationship with the Company or any of its Subsidiaries (whether related to paymentSubsidiaries, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy given written notice to the Company or insolvency or isany of its Subsidiaries expressly stating that, or is reasonably likely following the date of this Agreement, it plans to become, otherwise unable to purchase goods reduce substantially the quantity of products or services that it purchases from the Company or any of its Subsidiaries consistent or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it desires to renegotiate any material terms of its Contract with past custom and practicethe Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries provides services to such Top Customer. (b) Section 2.24(bSchedule 4.24(b) of the Company Disclosure Schedule contains Schedules sets forth, a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active suppliers of and vendors by dollar sales volume paid by the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchases, respectively, Subsidiaries to such supplier for the 12 month period ending on the Balance Sheet Date year ended December 31, 2020 (each such suppliereach, a “Top Supplier”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier Suppliers has (i) intends to cancel, terminated 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 given written notice to the Company or any of its Subsidiaries consistent expressly stating its intention to terminate its relationship with past custom and practicethe Company or any of its Subsidiaries, (ii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it provides to the Company or any of its Subsidiaries or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, that it desires to renegotiate any material terms of its Contract with the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries receives services or products from such Top Supplier.

Top Customers and Top Suppliers. (a) Section 2.24(aSchedule 2.23(a) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with dollar sales volume paid by such customers to the Company for the 12 month period ending on the Balance Sheet Date year ended December 31, 2022 (each such customereach, a “Top Customer”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Customer Customers has (i) intends terminated or given written notice to cancel, or otherwise materially and adversely modify the Company expressly stating its intention to terminate its relationship with the Company, (ii) given written notice to the Company expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or any of its Subsidiaries (whether related to payment, price or otherwise) on account of services that it purchases from the Transactions or otherwiseCompany, or (iiiii) is threatened given written notice to the Company expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract 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 practicethe terms on which the Company provides services to such Top Customer. (b) Section 2.24(bSchedule 2.23(b) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the top twenty five (25) currently active suppliers names of the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, top ten (10) suppliers by dollar sales volume of sales and purchases, respectively, paid by the Company to such supplier for the 12 month period ending on the Balance Sheet Date year ended December 31, 2022 (each such suppliereach, a “Top Supplier”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier Suppliers has (i) intends terminated or given written notice to cancel, or otherwise materially and adversely modify the Company expressly stating its intention to terminate its relationship with the Company, (ii) given written notice to the Company and its Subsidiaries (whether related expressly stating that, following the date of this Agreement, it plans to payment, price reduce substantially the quantity of products or otherwise) on account of services that it provides to the Transactions or otherwiseCompany, or (iiiii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to supply goods or services given written notice to the Company expressly stating that, following the date of this Agreement, that it desires to renegotiate its Contract with the Company or any of its Subsidiaries consistent with past custom and practicethe terms on which the Company receives services or products from such Top Supplier.

Top Customers and Top Suppliers. (a) Section 2.24(aSchedule 4.26(a) of the Disclosure Schedule contains sets forth a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated in connection with dollar sales volume paid by such customers to the Company and its Subsidiaries for the 12 month period ending on the Balance Sheet Date year ended December 31, 2020 (each such customereach, a “Top Customer”). As None of the Agreement Date, neither Top Customers has (i) terminated or given written notice to the Company nor or any of its Subsidiaries have received written or, expressly stating its intention to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Customer (i) intends to cancel, or otherwise materially and adversely modify terminate its relationship with the Company or any of its Subsidiaries (whether related to paymentSubsidiaries, price or otherwise) on account of the Transactions or otherwise, or (ii) is threatened with bankruptcy given written notice to the Company or insolvency or isany of its Subsidiaries expressly stating that, or is reasonably likely following the date of this Agreement, it plans to become, otherwise unable to purchase goods reduce substantially the quantity of products or services that it purchases from the Company or any of its Subsidiaries consistent or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it desires to renegotiate its Contract with past custom and practicethe Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries provides services to such Top Customer. (b) Section 2.24(bSchedule 4.26(b) of the Disclosure Schedule contains sets forth, a true true, correct and correct complete list of the names of the top twenty five ten (2510) currently active suppliers of by dollar sales volume paid by the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchases, respectively, Subsidiaries to such supplier for the 12 month period ending on the Balance Sheet Date year ended December 31, 2020 (each such suppliereach, a “Top Supplier”). As None of the Agreement Date, neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation), that any Top Supplier Suppliers has (i) intends to cancel, terminated 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 given written notice to the Company or any of its Subsidiaries consistent expressly stating its intention to terminate its relationship with past custom and practicethe Company or any of its Subsidiaries, (ii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, it plans to reduce substantially the quantity of products or services that it provides to the Company or any of its Subsidiaries or (iii) given written notice to the Company or any of its Subsidiaries expressly stating that, following the date of this Agreement, that it desires to renegotiate its Contract with the Company or any of its Subsidiaries or the terms on which the Company or any of its Subsidiaries receives services or products from such Top Supplier.

Top Customers and Top Suppliers. (a) Section 2.24(aPart 2.18(a) of the Company Disclosure Schedule contains a true sets forth an accurate and correct complete list of each customer (including distributors): (i) who was one of the top twenty five (25) currently active distributors, licensees or other customers 10 largest sources of Company Products by revenues generated in connection with such customers for the 12 Acquired Companies during fiscal year 2016 or the nine-month period ending ended September 30, 2017, based on amounts paid or payable; or (ii) that would otherwise reasonably be expected to be material to the Balance Sheet Date Acquired Companies (each such customereach, a “Top Customer”). As of the Agreement Datedate of this Agreement, neither no Acquired Company has any pending material dispute with any Top Customer. To the Company nor any of its Subsidiaries have received written or, to the Knowledge knowledge of the Company, oral notice, nor does the no Acquired Company have Knowledge (without inquiry or investigation), that has received written notice from any Top Customer (i) to the effect that such Top Customer will not continue as a customer of any of the Acquired Companies or that such Top Customer intends to cancelterminate or materially modify any existing Contract with any of the Acquired Companies, including by materially changing the terms of, or otherwise materially and adversely modify its relationship with reducing the Company or scale of the business conducted with, 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 practiceAcquired Companies. (b) Section 2.24(bPart 2.18(b) of the Company Disclosure Schedule contains a true sets forth an accurate and correct complete list of the top twenty five each supplier or service provider: (25i) currently active suppliers who was one of the Company and its Subsidiaries, whether 10 largest sources of products, services, Intellectual Property Rights amounts paid or otherwise, by dollar volume of sales and purchases, respectively, payable to suppliers for the 12 Acquired Companies during fiscal year 2016 or the nine-month period ending ended September 30, 2017, based on amounts paid or payable; or (ii) that would otherwise reasonably be expected to be material to the Balance Sheet Date Acquired Companies (each such supplier, a “Top Supplier”). As of the Agreement Datedate of this Agreement, neither no Acquired Company has any pending material dispute with any Top Supplier. As of the Company nor any date of its Subsidiaries have received written orthis Agreement, to the Knowledge knowledge of the Company, oral notice, nor does the no Acquired Company have Knowledge (without inquiry or investigation), that has received written notice from any Top Supplier (i) that such Top Supplier will not continue as a supplier of any of the Acquired Companies or that such Top Supplier intends to cancelterminate or materially modify any existing Contract with any of the Acquired Companies, including by materially changing the terms of, or otherwise materially and adversely modify its relationship with reducing the Company and its Subsidiaries (whether related to payment, price or otherwise) on account scale of the Transactions or otherwisebusiness conducted with, 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 practicethe Acquired Companies.

Top Customers and Top Suppliers. (a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top twenty five (2520) currently active distributors, licensees or other customers of Company Products by revenues generated (or group of affiliated customers) in connection with such customers based on revenue for the 12 twelve (12) month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). As of the Agreement Date, neither Neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation)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 practiceinsolvency. (b) Section 2.24(b) of the Disclosure Schedule contains a true and correct list of the top twenty five (2520) 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 dollar volume of sales the Company and purchases, respectively, its Subsidiaries for the 12 twelve (12) month period ending on the Balance Sheet Date (each such supplier, a “Top Supplier”). As of the Agreement Date, neither Neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation)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 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 isdeliver products, or is reasonably likely to becomeraw materials and goods, otherwise unable to supply goods or services to (ii) material reductions in customer demand, (iii) claim of force majeure by the Company or any of its Subsidiaries consistent with past custom and practiceor 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. (a) Section 2.24(a) of the Disclosure Schedule contains a true and correct list of the top twenty five ten (2510) currently active distributors, licensees or other customers of Company Products by revenues generated total invoices to customers net of credit memos for subscription license and M&S products in connection with such customers for the 12 month period ending on the Balance Sheet Date (each such customer, a “Top Customer”). As of the Agreement Date, neither Neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation)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 2.24(b) of the Disclosure Schedule contains a true and correct list of the top twenty five ten (2510) currently active suppliers of the Company and its Subsidiaries, whether of products, services, Intellectual Property Rights or otherwise, by dollar volume of sales and purchasestotal invoices received, respectivelyexcluding the employee vendor category, for the 12 month period ending on the Balance Sheet Date (each such supplier, a “Top Supplier”). As of the Agreement Date, neither Neither the Company nor any of its Subsidiaries have received written or, to the Knowledge of the Company, oral notice, nor does the Company have Knowledge (without inquiry or investigation)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. (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-19 or COVID-19 Measures.