Common use of Material Customers and Suppliers Clause in Contracts

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

Material Customers and Suppliers. Schedule 4.20 Section 5.24 of the Company Disclosure Letter sets forth a list correct and complete list, as of the names date of this Agreement, of (a) the top twenty (i20) third-party suppliers and service providers (by spend) of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on September 30, 2019 (each, a “Major Supplier”) and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (b) the ten top twenty (1020) largest customers (by revenue) of each of the STD Business and MED Business (taken as wholei) managed service providers, and as measured by revenue) and (ii) the ten original equipment manufacturers and (10iii) largest suppliersvalue-added resellers, vendors, alliance partners and service providers by dollar volume of each distributors of the STD Business Company and MED Business (the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended December 31on September 30, 2013 2019 (each a “Major Customer”) and (b) (i) the ten (10) largest customers amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period. Except as set forth in Section 5.24 of the STD Business and the MED Business (taken as wholeCompany Disclosure Letter, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) there has been no Material material dispute with any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, (B) there has been no termination or material modification (including any material price reduction or increase, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, and (C) the Company and the Company Subsidiaries have not received written notice from any Major Customer or Material Major Supplier, and no Major Customer that is a reseller, to the Company’s Knowledge, has received written notice from any material customer of such Major Customer, in each case, to the effect that any such Major Customer, Major Supplier has terminated or Threatened to terminate material customer of such Major Customer that is a reseller will materially and negatively alter its relationship with the Company, Newco Company or any of the Company Subsidiaries or a Sold SubsidiaryMajor Customer that is a reseller, as applicable, (B) no Material Customer or Material Supplier has will otherwise materially decreased or limitedchange its pricing terms, or, which when taken in the aggregate would reasonably be expected to be material to the Company's Knowledge, Threatened to materially decrease or limit, Company and the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Company Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handtaken as a whole.

Material Customers and Suppliers. Section 4.20 of the Disclosure Schedule 4.20 sets forth (a) for each of the fiscal years ended December 31, 2021, December 31, 2022 and the nine (9)-month period ended September 30, 2023, a list of the names of (a) (i) the ten (10) largest customers of each the Company and its Subsidiaries accounting for 80% of the STD Business revenue recognized by the Company and MED Business its Subsidiaries on a consolidated basis in each such period (taken as whole, and as measured by revenuethe “Material Customers”) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) the twenty (i) the ten (1020) largest customers vendors and suppliers to the Company and its Subsidiaries on a consolidated basis, based on amounts paid by the Company and its Subsidiaries from all products and services received from such supplier in the year ending December 31, 2022 and the nine (9)-month period ending September 30, 2023 (the “Material Suppliers”). Neither the Company nor any of each its Subsidiaries has received any written, or to the knowledge of the STD Business and Company, oral, indication from a Material Customer or Material Supplier to the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each effect that such customer required to be listed on Schedule 4.20may (a) reduce materially its business with the Company or its Subsidiaries from the levels achieved during the periods set forth above, a "Material Customer," or (b) materially and each such supplier, vendor adversely modify existing Contracts with the Company or service provider required to be listed on Schedule 4.20, a "Material Supplier")the Subsidiaries. During the twelve (12) months prior to Since the date of this Agreement (A) the Balance Sheet, no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco Company or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, its Subsidiaries or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line knowledge of the Company, Newco or indicated that it may do so. Neither the Company nor any of the Sold Subsidiaries, any announced, communicated or anticipated change Subsidiaries is involved in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material claim, dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and controversy with any Material Customer or Material Supplier. None of the Material Customers will have terminated its relationship with the Company or its Subsidiaries or reduced materially its business with the Company or its Subsidiaries from the levels achieved during the fiscal year ended December 31, on 2022, in each case solely as a result of moving such business to a competitor due to the other handCompany’s or its Subsidiaries’ alleged breach of its Contract with any such customer, failure to meet service levels or negligence, and neither the Company nor its Subsidiaries is and reasonably expects to be involved in any material claim, dispute or controversy with any Material Customer or Material Supplier with regard to its business due to the Company’s or its Subsidiaries’ alleged breach of its Contract with any such customer or supplier, failure to meet service levels or negligence. No customer of the Company or its Subsidiaries has any material credit memo currently in place or has been promised a material credit memo by the Company or its Subsidiaries.

Material Customers and Suppliers. Schedule 4.20 sets forth a list Section 4.22 of the names of Disclosure Schedule sets forth, (a) (i) the ten (10) fifteen largest customers of the Company and its Subsidiaries on a consolidated basis, based on revenue recognized by the Company and its Subsidiaries in each of the STD Business fiscal years ended 2019 and MED Business (taken as whole, 2020 and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) three-month period ended December March 31, 2013 2021 (the “Material Customers”) and (b) (i) the ten (10) fifteen largest customers of vendors and suppliers to the Company and its Subsidiaries on a consolidated basis, based on amounts paid by the Company and its Subsidiaries from all products and services received from such supplier in each of the STD Business fiscal years ending 2019 and 2020 and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) three-month period ended November 30March 31, 2014 and 2021 (ii) the ten (10) largest suppliers“Material Suppliers”). Neither the Company nor any of its Subsidiaries has received, vendorsany written, and service providers by dollar volume of each or to the knowledge of the STD Business and MED Business (taken as whole and as measured by revenue)Company, for oral, indication from a Material Customer or Material Supplier to the ten (10) month period ended October 31, 2014 (each effect that such customer required to be listed on Schedule 4.20may (a) reduce materially its business with the Company or its Subsidiaries from the levels achieved during the periods set forth above, a "Material Customer," or (b) materially and each such supplier, vendor adversely modify existing Contracts with the Company or service provider required to be listed on Schedule 4.20, a "Material Supplier")the Subsidiaries. During the twelve (12) months prior to Since the date of this Agreement (A) the Balance Sheet, no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco Company or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, its Subsidiaries or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line knowledge of the Company, Newco or indicated that it may do so. Neither the Company nor any of the Sold Subsidiaries, any announced, communicated or anticipated change Subsidiaries is involved in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material claim, dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and controversy with any Material Customer or Material Supplier. As of the Closing Date, on (a) none of the other handfour (4) largest customers set forth above will have terminated its relationship with the Company or reduced materially its business with the Company from the levels achieved during the three-month period ended March 31, 2021 in each case solely as a result of moving such business to a competitor due to the Company’s alleged breach of its Contract with any such customer, failure to meet service levels or negligence, and (b) the Company is not and does not reasonably expect to be involved in any material claim, dispute or controversy with any such customer or supplier with regard to its business due to the Company’s alleged breach of its Contract with any such customer or supplier, failure to meet service levels or negligence.

Material Customers and Suppliers. Schedule 4.20 Section 4.23 of the Company Disclosure Schedules sets forth a list correct and complete list, as of the names date of this Agreement, of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, top twenty third-party suppliers and service providers (by dollar volume of each spend) of the STD Business Company and MED Business (the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended December 31on April 30, 2013 2020 (each, a "Major Supplier") and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (b) the top twenty (by revenue) customers of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on April 30, 2020 (each a "Major Customer") and the amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period. Except as set forth in Section 4.23 of the Company Disclosure Schedules, (i) the ten (10) largest customers there has been no material dispute with any Major Customer, Major Supplier or material customer of each of the STD Business and the MED Business (taken as wholea Major Customer that is a reseller, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten there has been no termination or material modification (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor including any material price reduction or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiaryincrease, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, and (Biii) no Material the Company and the Company Subsidiaries have not received written notice from any Major Customer or Material Supplier has materially decreased or limitedMajor Supplier, orand no Major Customer that is a reseller, to the Company's Knowledge, Threatened has received written notice from any material customer of such Major Customer, in each case, to the effect that any such Major Customer, Major Supplier or material customer of such Major Customer that is a reseller will materially decrease and negatively alter its relationship with the Company or limit, any of the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco Company Subsidiaries or a Sold SubsidiaryMajor Customer that is a reseller, as applicable, (C) no Material Customer or Material Supplier has will otherwise materially changed or Threatened change its pricing terms, which when taken in the aggregate would reasonably be expected to materially change, its business relationship, pricing or terms be material to the Company and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Company Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handtaken as a whole.

Material Customers and Suppliers. Schedule 4.20 Section 5.24 of the Company Disclosure Letter sets forth a list correct and complete list, as of the names date of this Agreement, of (a) the top fifteen (i15) third-party customers (by annual recurring revenue) of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on December 31, 2022 and for the period ending on the Latest Balance Sheet Date (each, a “Major Customer”) and the amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period, (b) the ten top fifteen (1015) largest customers of each third-party suppliers and service providers, including co-manufacturers or co-packers (by spend) of the STD Business Company and MED Business (the Company Subsidiaries, taken as a whole, for the twelve-month period ended on December 31, 2022 and as measured for the period ending on the Latest Balance Sheet Date (each, a “Major Supplier”) and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (c) the top fifteen (15) (by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business resellers and MED Business (distributors of the Company and the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended on December 31, 2013 2022 and for the period ending on the Latest Balance Sheet Date (beach a “Major Reseller”) (i) and the ten (10) largest customers amount of consideration paid to the Company and the Company Subsidiaries by each Major Reseller during such period. Except as set forth in Section 5.24 of the STD Business and the MED Business (taken as wholeCompany Disclosure Letter, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During during the twelve (12) months prior to the date of this Agreement (Ai) there has been no dispute with any Major Customer, Major Supplier, Major Reseller or material customer of a Major Reseller, except as would not have, individually or in the aggregate, a Company Material Customer Adverse Effect, (ii) there has been no termination or Material material modification (including any material price reduction or increase, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier, Major Reseller or any material customer of any Major Reseller, in each case that has had a material and adverse impact on the business of the Company and the Company Subsidiaries, taken as a whole and (iii) the Company and the Company Subsidiaries have not received written notice from any Major Customer, Major Supplier has terminated or Threatened Major Reseller, in each case, to terminate the effect that any such Major Customer, Major Supplier, Major Reseller will materially and negatively alter its relationship with the Company, Newco Company or a Sold Subsidiaryany of the Company Subsidiaries, as applicable, (B) no Material Customer or Material Supplier has will otherwise materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, and adversely change its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.