Common use of Distributors and Customers Clause in Contracts

Distributors and Customers. Section 5.18 of the Disclosure Schedule sets forth (i) the names and addresses of all executive level and above distributors and all customers of Big Planet that ordered goods and services from Big Planet with an aggregate value for each such distributor and customer of $5,000 or more during the last twelve (12) months and (ii) the amount for which each such customer was invoiced during such period. Big Planet has not received any notice or has no reason to believe that any significant distributor or customer of Big Planet (A) has ceased, or will cease, to use the products, goods, or services of Big Planet, (B) has substantially reduced or will substantially reduce the purchase of products, goods, or services of Big Planet, or (C) has sought, or is seeking, to reduce the price it will pay for products, goods, or services of Big Planet, including in each case after the consummation of the transactions contemplated hereby. To the Knowledge of Big Planet, no executive level or above distributor of Big Planet has threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. Big Planet has no arrangements or agreements with any of its distributors that are not offered to all of its distributors generally.