Top Customers and Vendors. Schedule 4.25 lists, by dollar volume received or paid, as applicable, for each of the years ended December 31, 2020 and 2019, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest vendors of goods or services to the Target Companies (the “Top Vendors”). The relationships of each Target Company with such vendors 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 advised any Target Company or its plan or intention to terminate any material relationships of such Person with a Target Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially its material relationships with a Target Company, (iii) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer.
Top Customers and Vendors. (a) Section 3.22(a) of the Company Disclosure Letter sets forth the names of the Top Customers. Since the Balance Sheet Date, no Top Customer has ceased, or has given written, or, to the Knowledge of the Company, oral notice to the Company that it intends to cease, to use, or change in any material respect the terms or conditions under which it uses, the services and products of the Company and its Subsidiaries, or has substantially reduced or has given written, or, to the Knowledge of the Company, oral notice to the Company that it intends to substantially reduce the use of such services or products. The Company and its Subsidiaries are not, and since the Balance Sheet Date have not been, involved in any material Action or other material disagreement with any Top Customer.
(b) Section 3.22(b) of the Company Disclosure Letter sets forth the names of the Top Vendors. Since the Balance Sheet Date, no Top Vendor has ceased, or has given written, or, to the Knowledge of the Company, oral notice to the Company that it intends to cease, to provide, or change in any material respect the terms or conditions under which it provides, services or products to the Company and its Subsidiaries, or has substantially reduced or has given written, or, to the Knowledge of the Company, oral notice to the Company that it intends to substantially reduce the provision of such services or products. The Company and its Subsidiaries are not, and since the Balance Sheet Date have not been, involved in any material Action or other material disagreement with any Top Vendor.
Top Customers and Vendors. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2018 and (b) the period from January 1, 2019 through the Interim Balance Sheet Date, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest vendors 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 such vendors 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 relationships of such Person with a Target 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 relationships with a Target Company or, to the Company’s Knowledge, 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 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 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 adversely affect the relationship of any Target Company with any Top Vendor or Top Customer.
Top Customers and Vendors. Section 3.25 of the Disclosure Schedule sets forth a complete and accurate list of the names and addresses of the 15 largest customers (the “Material Customers”) and 15 largest vendors (the “Material Vendors”) of the Company and the Subsidiaries based on the dollar amount of transactions with the Company and the Subsidiaries during the last fiscal year, showing the approximate dollar amount of transactions with the Company and the Subsidiaries from each such customer or vendor during such fiscal year. Neither the Company nor any Subsidiary has received any written communication from any Material Customer or Material Vendor of any intention to terminate or materially reduce the business relationship with, or materially increase the prices of products or services provided to, the Company or any Subsidiary. Neither the Company nor any Subsidiary has any outstanding disputes concerning its products or services with any customer or distributor, and, to the Knowledge of the Company, there is no dissatisfaction on the part of any Material Customer. Neither the Company nor any Subsidiary has received any notice from any Material Vendor that such vendor will not continue as a vendor to the Company after the Closing or that such vendor intends to terminate or materially modify existing contracts with the Company or any Subsidiary or reduce its commitments thereunder.
Top Customers and Vendors. Schedule 4.25 lists, by dollar volume received or paid, as applicable, for each of the years ended December 31, 2020 and 2019, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest vendors of goods or services to the Target Companies (the “Top Vendors”). Other than as a result of the COVID 19 pandemic and government regulation addressing the pandemic and the public response to the pandemic including supply chain issues, no Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated or advised any Target Company of its plan or intention to terminate any material relationships of such Person with a Target Company and no Top Vendor or Top Customer has during the last twelve (12) months decreased materially, or advised a Target Company of its plan or intention to materially decrease its relationships with a Target Company. No Target Company has within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer and the Company has not received any written indication from any Top Vendor or Top Customer of any material dissatisfaction on the part of any Top Vendor or Top Customer.
Top Customers and Vendors. (a) Schedule 4.21(a) sets forth a list of the largest twenty (20) customers of the Company during the twelve (12)-month period ended December 31, 2020 (the “Top Customers”), together with the dollar amount of services purchased by such customers from the Company during such period. Since January 1, 2020 to the date of this Agreement, no Top Customer has (i) canceled, terminated, reduced the price it pays for services of the Company or otherwise adversely modified in any material respect its relationship with the Company (aside from fluctuations of revenue on a year to year basis), or (ii) threatened in writing or, to Sellers’ Knowledge, orally to take any such action. Without limiting the representations and warranties set forth in this Section 4.21(a) made as of the date of this Agreement, there can be no assurance that after the date of this Agreement, the Company’s customers will not take any of the actions referenced in the foregoing clause (i) or threaten to take any such action, including to reduce the number of active consultants working or enter into rate negotiations for future placements or projects.
(b) Schedule 4.21(b) sets forth a list of the largest ten (10) vendors to the Company during the twelve (12)-month period ended December 31, 2020 (the “Top Vendors”), together with the dollar amount of goods and services purchased by the Company from such vendors and suppliers during such period. Since January 1, 2020, no Top Vendor has (i) canceled, terminated or adversely modified in any material respect its relationship with the Company, or (ii) threatened in writing or, to Sellers’ Knowledge, orally to take any such action.
Top Customers and Vendors. Schedule 4.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2019 and (b) the twelve (12) months ended on December 31, 2020, the ten (10) largest customers of the Target Companies (the “Top Customers”) and the ten largest vendors of goods or services to the Target Companies (the “Top Vendors”), along with the amounts of such dollar volumes. No Top Vendor (limited to those that are “Top Vendors” for the twelve (12) months ended on December 31, 2020) or Top Customer (limited to those that are “Top Customers” for the twelve (12) months ended on December 31, 2020), within the last twelve (12) months has (i) provided written notice of cancellation or otherwise terminated, or, to the Company’s Knowledge, intends to cancel or otherwise terminate, any relationships of such Person with a Target Company, and (ii) the Company’s Knowledge, threatened to stop, decrease or limit materially, or intends to modify materially its relationships with a Target Company or, to the Company’s Knowledge, 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, refuse to pay any amount due to any Target Company or seek to exercise any remedy against any Target Company. No Target Company has within the past two (2) years been engaged in any dispute for an amount greater than $500,000 with any Top Vendor or Top Customer.
Top Customers and Vendors. Schedule 2.23 sets forth a complete and accurate list of (a) the twenty (20) largest customers of the Business on a consolidated basis by dollar volume of sales for the twelve (12)-month period ended December 31, 2022 and (b) any other Person who (i) became a customer of the Business during the period between January 1, 2023 and the date hereof and (ii) Sellers reasonably expect (based on information available to Sellers as of the date hereof) to generate in excess of $500,000 in aggregate revenues for the twelve (12)-month period ending December 31, 2023 ((a) and (b), collectively, the “Top Customers”), and the ten (10) largest vendors of the Business on a consolidated basis by dollar volume of purchases for the twelve (12)-month period ended December 31, 2022 (the “Top Vendors”). Except as would not be material to the Business, none of Sellers (with respect to the Business), the Purchased Companies or the Purchased Subsidiary has received a written or, to the Knowledge of Sellers, oral notice from any of such Top Customers or Top Vendors stating the intention of such Person to (x) cease doing business with, as applicable, such Seller (with respect to the Business), such Purchased Company or the Purchased Subsidiary, (y) adversely change the relationship of, or level of business between, such Person with the Business or (z) change, in a manner adverse to the applicable Purchased Company or the Purchased Subsidiary, the terms on which such Person does business with the applicable Purchased Company or the Purchased Subsidiary. No Top Customer or Top Vendor has made any written or, to the Knowledge of Sellers, oral claim seeking indemnification, contribution, reimbursement or subrogation by or against any Purchased Company or the Purchased Subsidiary, in any such case in respect of a claim made by a third party against such Top Customer or Top Vendor.
Top Customers and Vendors. Schedule 4.25 lists, by dollar volume received or paid, as applicable, for the twelve (12) months ended on December 31, 2020, the ten (10) largest customers of the Target Companies, including insurance brokers (the “Top Customers”) and the ten largest vendors 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 such vendors 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 notified a Target Company in writing of an intention to cancel or otherwise terminate, any material relationships of such Person with a Target Company, (ii) no Top Vendor or Top Customer has during the last twelve (12) months decreased materially or given written notice of an intent to stop, decrease or limit materially, or intends to modify materially its material 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 Vendor 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 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 adversely affect the relationship of any Target Company with any Top Vendor or Top Customer in any material respect.
Top Customers and Vendors. Schedule 6.23 lists, by dollar volume received or paid, as applicable, for each of (a) the twelve (12) months ended on December 31, 2018 and (b) the period from January 1, 2019 through the Interim Balance Sheet Date, the ten (10) largest customers of the Target Companies, including insurance brokers (the “Top Customers”) and the ten largest vendors of goods or services to the Target Companies, including reinsurers (the “Top Vendors”), along with the amounts of such dollar volumes. No Top Vendor or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or has notified the Company in writing that it intends to cancel or otherwise terminate, any material relationships of such Person with a Target 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 or materially decrease, limit, or modify its material relationships with a Target Company other than in the ordinary course of business, and (iii) no Target Company has within the past two (2) years been engaged in any material dispute with any Top Vendor or Top Customer.
