Common use of Material Suppliers Clause in Contracts

Material Suppliers. (a) Section 3.24(a) of the Seller Disclosure Schedule sets forth the top ten (10) suppliers of the Company (the “Material Suppliers”) based on consolidated gross revenue based on premiums written and commissions owed for the twelve (12) months ended December 31, 2024. Since January 1, 2025, no member of the Seller Group has received any written or to the Knowledge of the Seller Group oral notice from any Material Supplier to the effect that such Material Supplier (i) has stopped, or will stop, use of the products, goods or services of the Company, (ii) has materially decreased, or will materially decrease, use of the products, goods or services of the Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services of the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller Group, no Material Supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Material Supplier has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant to the Company’s normal course credit or refund policies. (b) Except as set forth on Section 3.24(b) of the Seller Disclosure Schedule, no Material Supplier has indicated in writing or, to the Knowledge of the Seller Group, otherwise provided notice to the effect that, and the Seller Group has no Knowledge that, any such Material Supplier intends to cease doing business with the Company or intends to decrease the rate of, or change the terms with respect to, supplying materials, products or services to the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise).

Material Suppliers. (a) Section 3.24(a) 3.24 of the Seller Company Disclosure Schedule Letter sets forth the top ten twenty (1020) third-party suppliers of the Company Acquired Companies (the “Material Suppliers”) ), in each case, on an aggregate basis based on consolidated gross revenue based on premiums written and commissions owed payables for (a) the twelve (12) months ended December 31, 20242020 and (b) the nine-month period ended September 30, 2021. Since January 1, 20252021, no member of the Seller Group Acquired Company has received any written or to the Knowledge of the Seller Group oral notice from any Material Supplier to the effect that such Material Supplier (i) has stopped, or will stop, use supply of the products, goods or services of the to any Acquired Company, (ii) has materially decreased, or will materially decrease, use the supply of the products, goods or services of the to any Acquired Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing to, supplying materials, products or services of to the Company Acquired Companies (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller GroupCompany, no Material Supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Acquired Company has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any Material Supplier has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant to the Company’s normal course credit or refund policies. (b) Except as set forth on Section 3.24(b) of the Seller Disclosure Schedule, no Material Supplier has indicated in writing or, to the Knowledge of the Seller Group, otherwise provided notice to the effect that, and the Seller Group has no Knowledge that, any such Material Supplier intends to cease doing business with the Company or intends to decrease the rate of, or change the terms with respect to, supplying will not sell raw materials, products or supplies, merchandise and other goods and services to the Purchaser or any Acquired Company (whether as a result of at any time after the consummation of Closing on terms and conditions similar to those used in its current sales to the transactions contemplated hereby or otherwise)Acquired Companies, subject to general and customary price increases.