Vendors and Customers. (a) Schedule 3.23(a) sets forth a list of the vendors that are parties to the Vendor Contracts. No such vendor has expressed in writing or, to the Knowledge of the Company, verbally to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate or materially reduce or modify its relationship with the Company or any of its Subsidiaries.
(b) Schedule 3.23(b) sets forth a list of the customers that are parties to the Customer Contracts. No customer under any such Customer Contract has expressed in writing or, to the Knowledge of the Company, verbally to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate or materially reduce or modify its relationship with the Company or any of its Subsidiaries.
Vendors and Customers. (a) Section 4.29(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top ten (10) vendors based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2021 (the “Top Vendors”).
(b) Except as set forth on Section 4.29(b) of the Company Disclosure Letter, none of the Top Vendors has 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 to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Vendors is otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.
(c) Section 4.29(c) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the top twenty (20) customers based on the aggregate Dollar value of the Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2021 (the “Top Customers”).
(d) Except as set forth on Section 4.29(d) of the Company Disclosure Letter, none of the Top Customers has 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 to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (other than due to the expiration of an existing contractual arrangement), and to the knowledge of the Company, none of the Top Customers is otherwise involved in or threatening a material dispute against the Company or its Subsidiaries or their respective businesses.
Vendors and Customers. (a) Schedule 3.21(a) of the Company Disclosure Schedule sets forth a list of the Vendors that are parties to the Vendor Contracts. Since December 31, 2015 and prior to the date hereof, no such Vendor has expressed in writing to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate, or materially reduce or modify, its relationship with the Company or any of its Subsidiaries, except for any of the foregoing as would not, individually or in the aggregate, have a Company Material Adverse Effect.
(b) Schedule 3.21(b) of the Company Disclosure Schedule sets forth a list of the Customers that are parties to the Customer Contracts. Since December 31, 2015 and prior to the date hereof, no Customer that is party to any Customer Contract has expressed in writing to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate, or materially reduce or adversely modify, its relationship with the Company or any of its Subsidiaries, except for any of the foregoing as would not, individually or in the aggregate, have a Company Material Adverse Effect.
Vendors and Customers. (a) Section 3.25(a) of the Company Disclosure Letter sets forth a list of the vendors that are parties to the Vendor Contracts. No such vendor has expressed in writing or, to the Knowledge of the Company, verbally to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate or materially reduce or modify its relationship with the Company or any of its Subsidiaries.
(b) Section 3.25(b) of the Company Disclosure Letter sets forth a list of the customers that are parties to the Customer Contracts. No customer under any such Customer Contract has expressed in writing or, to the Knowledge of the Company, verbally to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate or materially reduce or modify its relationship with the Company or any of its Subsidiaries.
(c) No GPO or hospital contracting with the Company or any of its Subsidiaries nor any Person who is a licensor to the Company, has expressed in writing or, to the Knowledge of the Company, verbally to the Company or any of its Subsidiaries its intention to cancel or otherwise terminate or materially reduce or modify its relationship with the Company or any of its Subsidiaries.
Vendors and Customers. SCHEDULE 3.25 contains a complete and correct list of the largest 20 vendors to the Company by dollar volume for the year ended September 30, 1997 and a complete and correct list of the largest 20 customers of the Company by dollar volume for each of the three years ended September 30, 1997. As of the date hereof, neither Seller nor the Company is aware of any fact, circumstance or other matter on which to form a reasonable belief that any vendor or customer intends to terminate or materially and adversely modify any relationship with the Company (whether prior to or following the consummation of the transactions contemplated by the Agreement).
Vendors and Customers. Section 4.28 of the Company Disclosure Letter sets forth (i) the ten (10) largest customers of the Company and its Subsidiaries on a consolidated basis (by volume of revenues received from such customers) for the twelve (12) month period ending on December 31, 2020 (the “Top Customers”), and (ii) the ten (10) largest suppliers of the Company and its Subsidiaries on a consolidated basis (by volume of payments to such suppliers) for the twelve (12) month period ending on December 31, 2020 (the “Top Vendors”). No such Top Customer or Top Vendor has (a) canceled or otherwise terminated, or, to the Company’s knowledge, threatened or indicated in writing, or to the Company’s knowledge otherwise, an intent to cancel or terminate, its relationship with the Company or any of its Subsidiaries, (b) decreased materially or, to the Company’s knowledge, threatened or indicated in writing, or to the Company’s knowledge otherwise, an intent to decrease materially its business with the Company or any of its Subsidiaries, and (c) provided written or, to the Company’s knowledge, other notice of non-renewal or indicated an intent to materially adjust the terms of any applicable Contract, or the Company’s knowledge, intends to provide notice of non-renewal or intent to materially adjust the terms of any applicable Contract.
Vendors and Customers. (a) Section 4.23(a) of the Company Disclosure Letter sets forth a list of the ten (10) largest vendors to the Target Companies in the aggregate of inventory, materials and services and commodities as measured by the aggregate dollar value of purchases by the Target Companies from such vendors during each of the two most recently completed fiscal years and for the eight months ended August 31, 2018. No such vendor has canceled or otherwise terminated its relationship with the Target Companies in the past twelve (12) months. To the Company’s Knowledge, no such vendor intends to cancel or otherwise terminate its relationship with the Target Companies. No Target Company has received any discount or other price concession as a result of any financial accommodation provided by a Target Company or any Affiliate of any of the foregoing, to such vendor. None of the Target Companies has entered into a Contract with a vendor that includes a “minimum purchase requirement” or other similar obligation to purchase from such vendor.
(b) Section 4.23(b) of the Company Disclosure Letter sets forth a list of the ten (10) largest customers to the Target Companies as measured by the aggregate revenue received by the Target Companies from such customers during each of the two most recently completed fiscal years and for the eight months ended August 31, 2018 (all such customers referred to as the “Top Customers”). The relationships between the Target Companies and the Top Customers is evidenced by multiple contracts for multiple locations, which contractual relationships undergo change and modification (whether beneficial or adverse to the Target Companies) from time to time (with such overall ongoing, fluid relationship between the Target Companies and each such Top Customer referred to as a “Global Relationship”). No Top Customer has canceled or otherwise terminated its Global Relationship with the Target Companies in the past twelve (12) months, no Top Customer has adversely modified its Global Relationship with the Target Companies in the past twelve (12) months which negatively impacted or would be reasonably likely to negatively impact the gross profit derived from such Top Customer by more than $1,000,000 and to the Company’s Knowledge, no Top Customer intends to cancel or otherwise terminate its Global Relationship with the Target Companies or intends to adversely modify its Global Relationship with the Target Companies which would negatively impact or which would be re...
Vendors and Customers. (a) Section 6.12(a) of the Spinco Disclosure Schedule sets forth a list of the top twenty (20) vendors and/or suppliers (by spend) of the Spinco Business for the year ended December 31, 2018 (collectively, the “Spinco Material Vendors”) and the amount of consideration paid to each Spinco Material Vendor by the Spinco Entities during such period. Since December 31, 2018 and prior to the date hereof, no such Spinco Material Vendor has expressed in writing to any Remainco Entity or Spinco Entity its intention to cancel or otherwise terminate, or materially reduce or modify, its relationship with the Spinco Business or indicating a material breach of the terms of any Contracts with such Spinco Material Vendor, except for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
(b) Section 6.12(b) of the Spinco Disclosure Schedule sets forth a list of the top twenty (20) customers and distributors (by revenue) of the Spinco Business for the year ended December 31, 2018 (collectively, the “Spinco Material Customers”) and the amount of consideration paid to the Spinco Entities by each Spinco Material Customer for the year ended December 31, 2018. Since December 31, 2018 and prior to the date hereof, no such Spinco Material Customer has expressed in writing to any Remainco Entity or Spinco Entity its intention to cancel or otherwise terminate, or materially reduce or adversely modify, its relationship with the Spinco Business or indicating a material breach of the terms of any Contracts with such Spinco Material Customer, except for any of the foregoing that would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect.
Vendors and Customers. Section 3.20 of the Company Disclosure Letter sets forth a true and complete list of (i) the top ten (10) customers, measured by dollars, from whom the Company has received the greatest amount of revenues during each of the 2021 and 2020 calendar years and the six-month period ended on June, 2022 (such customers, the “Top Customers”), (ii) the ten (10) largest vendors, measured by dollars, from whom the Company purchased during each of the 2021 and 2020 calendar years and the six-month period ended on June 30, 2022 (such vendors, the “Top Vendors”) and (iii) the amount of consideration paid by or to each Top Customer and Top Vendor (x) during fiscal year 2021 and fiscal year 2020 and (y) for the six-month period ended on June 30, 2022. The relationships of the Company with each such Top Vendor and Top Customer are good commercial working relationships, and (A) no Top Vendor or Top Customer has canceled or otherwise terminated, or to the Knowledge of the Company intends to cancel or terminate, its relationship with the Company, or to the Knowledge of the Company has threatened to cancel or otherwise terminate, its relationship with the Company and (B) the Company has not received any notice that any such Top Vendor or Top Customer intends to cancel or otherwise materially and adversely modify its relationship with the Company or limit its services, supplies or materials to the Company, or its usage or purchase of the services and products of the Company (including Company Products) either as a result of the transactions contemplated hereby or otherwise.
Vendors and Customers. Seller enjoys generally good working relationships with its Seller's customers as well as all vendors necessary to the normal operation of Seller's Business. Except as set forth in Schedule 3.1.8, during the previous twelve (12) months, no significant customer of Seller has terminated or materially reduced, or has given notice to Seller that it intends to terminate or materially reduce, its purchases of the Products from Seller nor does Seller otherwise have any knowledge of any such impending change; and during the previous twelve (12) months no vendor necessary to the normal operation of Seller's business has terminated or materially reduced any contract with Seller or given notice that it intends to terminate or materially reduce any contract nor does Seller otherwise have any knowledge of any such impending change.
