Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Section 3.24(a) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 customers of the Business for the last twelve-month period based on revenues received from by each such customer during such period (each, a “Significant Customer”), together with the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a whole.

Customers and Suppliers. Section 4.21 of the Disclosure Schedule sets forth the top ten (a10) Section 3.24(asuppliers (based on expenditures for the twelve (12) months ended December 31, 2014) of products or services to the Company and the Company Subsidiaries and the top twenty (20) customers of the Company and the Company Subsidiaries (based on shipments during the twelve (12) months ended December 31, 2014), and the top ten (10) distributors (based on shipments during the twelve (12) months ended December 31, 2014) of the Company Disclosure Schedules sets forth and the Company Subsidiaries (on a complete and accurate list consolidated basis). To the Company’s actual knowledge, the Company does not have any material new customers or suppliers since December 31, 2014 who would have been included on Section 4.21 of the top 25 customers of Disclosure Schedule if such customer or supplier had been a customer or supplier during the Business for the last twelve-twelve (12) month period based on revenues received from by each such customer during such period (eachas of December 31, a “Significant Customer”)2014. Since October 1, together with 2014 and through the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) date hereof, neither the Company nor any of the Company Disclosure Schedules sets forth a complete and accurate list Subsidiaries has received any written notice or, to the knowledge of the top 25 suppliers of Company, oral notice from any such customer, supplier or distributor to the Business for the last twelve-month period based on payments made effect that, any such customer, supplier or distributor (a) has changed, modified, amended or reduced, or is reasonably likely to each supplier during such period (eachchange, a “Significant Supplier”)modify, together with the amount paid each such supplier during such period. (c) Since January 1amend or reduce, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its business relationship with the Business Company or has materially alteredany of the Company Subsidiaries except where such change, in a manner adverse to the Businessmodification, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer amendment or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would notreduction, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Material Adverse Effect, or (b) will fail to perform, or is reasonably likely to fail to perform, its obligations under any contract with the Company or any of the Company Subsidiaries except where such failure to perform, individually or in the aggregate, would not have, or would not be expected reasonably likely to be material to the Group Companies or the Businesshave, taken as a wholeMaterial Adverse Effect.

Customers and Suppliers. (a) Section 3.24(a(i) Set forth on Schedule 5.20(a) are the 25 largest Billers of the Company Disclosure Schedules sets Business, by revenue, for the 12-month period ended December 31, 2018 (collectively, the “Material Billers”), and set forth a complete opposite the name of each such customer is the dollar amount of sales attributable to such customer for such period. Except as would not reasonably be expected to be individually or in the aggregate material and accurate list adverse to the Business, from January 1, 2018 to the date hereof (A) none of Seller or its Subsidiaries, including the Companies, has received written notice of any dispute with respect to the Business with any Material Xxxxxx, and (B) no Material Xxxxxx has notified Seller or the Companies in writing that it intends to terminate or materially reduce its business with the Companies or otherwise with respect to the Business. (ii) As of the top 25 customers date hereof, Xxxxxx Contracts representing at least 65% of the 2018 revenue of the Business will, assuming the accuracy of Buyer’s representation in Section 6.3(c) and assuming that such Xxxxxx Contracts are not terminated or expire prior to Closing and applying the principles set forth on Schedule 7.3, (i) in the case of Transferred Contracts be transferred to the Companies pursuant to the Reorganization or (ii) be, directly or indirectly, transferred to Buyer at the Closing, in each case, without requirement for consent under the last twelve-month period based on revenues received from by each terms of such customer during such period (each, a “Significant Customer”), together with the revenue earned from each Significant Customer during such periodXxxxxx Contract. (b) Section 3.24(bSet forth on Schedule 5.20(b) of are the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 10 largest suppliers of the Business Business, by dollar volume, for the last twelve12-month period based on payments made to each supplier during such period ended December 31, 2018 (eachcollectively, a the “Significant SupplierMaterial Vendors”). Except as would not reasonably be expected to be individually or in the aggregate material and adverse to the Business, together from January 1, 2018 to the date hereof (i) none of the Seller or its Subsidiaries, including the Companies, has received written notice of any material dispute with respect to the Business with any Material Vendor and (ii) no Material Vendor has notified Seller or the Companies in writing that it intends to terminate, or materially and adversely change the terms of, its relations with the amount paid each such supplier during such periodCompanies or otherwise with respect to the Business. (c) Since January 1On or prior to the date hereof, 2021Seller or one of its Subsidiaries has provided notice to each Xxxxxx of the Business that has not already migrated to NextGen Platform about end-of-life of the legacy platform either (i) over the phone, (ii) in an in-person presentation that includes a slide regarding end of life, or (iii) by email or other digital communication. Prior to the date hereof, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor Xxxxxx of the Business has cancelled notified Seller or otherwise terminated any of its relationship with Subsidiaries that such Xxxxxx does not intend to convert over to NextGen Platform on or prior to the Target Conversion Date for such Xxxxxx. As of the date of this agreement, Schedule 5.20(c)(ii) sets forth (A) a list of Billers who have been converted over to NextGen Platform and (B) the list of Billers of the Business or who have not converted to NextGen Platform but with respect to which the NextGen Platform application is Fully Configured (a “Fully Configured Xxxxxx”). Schedule 5.20(c)(iii) sets forth, as of February 21, 2019 (1), with respect to each Fully Configured Xxxxxx, the Target Conversion Date for such Xxxxxx (if one has materially altered, in a manner adverse to been set) and whether the Business, its relationship with the Business. Since January 1, 2021, no Xxxxxx had Confirmed such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intentionTarget Conversion Date, and has (2) with respect to Billers of the Business not threatenedin clause (A) or (B), the Target Conversion Date with respect to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholesuch Xxxxxx (if applicable).

Customers and Suppliers. (a) Section 3.24(aSchedule 5.22(a) sets forth a list of the top ten (10) customers (by revenue) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 customers of the Business Group for the last twelve-month twelve (12)-month period based on revenues received from by each such customer during such ending March 31, 2021, and for the nine (9)-month period ending December 31, 2021 (eachcollectively, a the “Significant CustomerMaterial Customers”), together and the aggregate amount of consideration paid to the Company Group by each Material Customer during each such period. Except as set forth in Schedule 5.22(a), as of the Signing Date, no Material Customer has expressed to any member of the Company Group in writing, and the Company has no knowledge of, any Material Customer’s intention to cancel or otherwise terminate, or materially and adversely reduce or modify, its relationship with the revenue earned from each Significant Company Group or of a material breach of the terms of any contract with such Material Customer. As of the Signing Date, no Material Customer during such periodhas asserted or, to the Company’s knowledge, threatened to assert a force majeure event or anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic. (b) Section 3.24(bSchedule 5.22(b) of the Company Disclosure Schedules sets set forth a complete and accurate list of the top 25 ten (10) vendors to and/or suppliers of (by spend) the Business Company Group for the last twelve-month twelve (12)-month period based on payments made to each supplier during such ending March 31, 2021, and for the nine (9)-month period ending December 31, 2021 (eachcollectively, a the “Significant SupplierMaterial Suppliers”), together with and the amount of consideration paid to each Material Supplier by a member of the Company Group during each such supplier during such period. (c) Since January 1. Except as set forth in Schedule 5.22(b), 2021as of the Signing Date, no Significant Customer, Significant Material Supplier or other material supplier, vendor, collaborator, distributor or licensor has expressed to any member of the Business Company Group in writing and the Company Group has cancelled no knowledge of any Material Supplier’s intention to cancel or otherwise terminated its relationship with the Business terminate, or has materially altered, in a manner adverse to the Businessand adversely reduce or modify, its relationship with the Business. Since January 1, 2021, no Company Group or of a material breach of the terms of any contract with such Significant Material Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a whole.

Customers and Suppliers. (a) Section 3.24(aSchedule 4.25(a) sets forth a list of all customers that have made payments to the Company in excess of $50,000 and the ten (10) largest suppliers of the Company Disclosure Schedules sets forth a complete and accurate list each of its Subsidiaries, taken together, as measured by the dollar amount of payments or purchases therefrom, in each case during each of the top 25 customers fiscal years ended December 31, 2010 and December 31, 2011 and the eleven months ended November 30, 2012, showing the approximate total payments to Company and each of the Business for the last twelve-month period based on revenues received from its Subsidiaries by each such customer during such period (each, a “Significant Customer”), together with and the revenue earned approximate total purchases by Company and each of its Subsidiaries from each Significant Customer during such period. (b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (cb) Since January 1December 31, 20212011, no Significant Customer, Significant Supplier customer or other material supplier, vendor, collaborator, distributor or licensor of the Business supplier listed on Schedule 4.25(a) has cancelled or otherwise terminated its relationship with the Business Company or any of its Subsidiaries or materially changed the pricing or other terms of its business with the Company or any of its Subsidiaries and no customer or supplier listed on Schedule 4.25(a) has notified Company or any of its Subsidiaries that it intends to terminate or materially alteredchange the pricing or other terms of its business with the Company or any of its Subsidiaries, except as disclosed in Schedule 4.25(b). (c) The relationships of the Company with its suppliers and customers, are, in a manner adverse the good faith opinion of the Company, good commercial working relationships. Except as disclosed on Schedule 4.25(c), none of the Company’s suppliers or customers has canceled, terminated, or otherwise materially altered or notified Company, of any intention or otherwise threatened to the Businesscancel, terminate, or materially alter its relationship with the BusinessCompany effective prior to, as of, or within one year after, the Closing. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor There has any plan or intentionnot been, and the Company has no reasonable basis to expect that there will be, any change in relations with suppliers or customers, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. There is not threatened, to terminate, cancel any present condition or otherwise modify its relationship with the Business, in each case, except as would not be material state of facts or circumstances related to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries Company’s customers and any Significant Customer or Significant Supplier, except as suppliers that would not, individually or in the aggregate, reasonably be expected to be material to prevent the Group Companies or Business from being carried on after the Business, taken Closing Date in the same manner as a wholeit is presently being carried on.

Customers and Suppliers. (a) Section 3.24(a3.26(a) of the Company Disclosure Schedules Schedule sets forth a complete and accurate list of the top 25 ten (10) largest customers of the Business Company and its Subsidiaries by revenue generated (aggregating into a single customer any customers that, to the Seller’s Knowledge, are Affiliated) for the last twelve-month period based on revenues received from by year ended December 31, 2013 and sets forth opposite the name of each customer the net sales attributable to such customer during such period (each, a “Significant Customer”), together with the revenue earned from each Significant Customer during for such period. (b) Section 3.24(b3.26(b) of the Company Disclosure Schedules Schedule sets forth a complete and accurate list of the top 25 suppliers of the Business for Company and its Subsidiaries that have received payments from the last twelve-month period based on Company in excess of $200,000 (aggregating into a single supplier any suppliers that, to the Seller’s Knowledge, are Affiliated) during the year ended December 31, 2013 and sets forth opposite the name of each supplier the payments made to each such supplier during for such period period. Since December 31, 2013, none of the customers or suppliers set forth (eachor required to be set forth) on Section 3.26(a) or Section 3.26(b) of the Disclosure Schedule have terminated, a “Significant Supplier”), together materially reduced or otherwise materially adversely modified its business conducted with the amount paid each such supplier during such period. Company or its Subsidiaries. Neither the Seller nor any of its Affiliates (cincluding the Company or any of its Subsidiaries) Since January 1has received written notice, 2021nor does the Seller have any Knowledge, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor that any of the Business has cancelled customers or otherwise terminated its relationship with suppliers set forth (or required to be set forth) on Section 3.26(a) or Section 3.26(b) of the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, Disclosure Schedule intend to terminate, cancel materially reduce or otherwise materially adversely modify its relationship business conducted with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB Company or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeSubsidiaries.

Customers and Suppliers. (a) Section 3.24(a3.21(a) of the Company Disclosure Schedules Schedule sets forth a complete and accurate list of the top 25 twenty (20) largest customers of the Business for Company, together with its Subsidiaries by total sales by the last twelve-month period based on revenues received from by each such customer Company, together with its respective Subsidiaries, taken as a whole, during such period the year ended December 31, 2023 (each, a “Significant Customer”). Except as would not be material to the Company and its Subsidiaries, together with the revenue earned from each taken as a whole, since January 1, 2023, no Significant Customer during such periodhas stated in writing that it will (x) stop purchasing products or services from the Company or its Subsidiaries; or (y) change, materially and adversely, the terms and conditions on which it purchases products from the Company or its Subsidiaries. (b) Section 3.24(b3.21(b) of the Company Disclosure Schedules Schedule sets forth a complete and accurate list of the top 25 twenty (20) largest suppliers of the Business for Company, together with its Subsidiaries by total sales to the last twelve-month period based on payments made to each supplier Company, together with its Subsidiaries, taken as a whole, during such period the year ended December 31, 2023 (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except Except as would not be material to the Group Companies or the BusinessCompany and its Subsidiaries, taken as a whole. Since , since January 1, 20212023, there have not been any disputes between FCB no Significant Supplier has stated in writing that it will (x) stop supplying the Company or its Subsidiaries Subsidiaries; or (y) change, materially and any Significant Customer adversely, the terms and conditions on which it is prepared to supply the Company or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeits Subsidiaries.

Customers and Suppliers. Schedule 2.24 sets forth (a) Section 3.24(a) of the Company Disclosure Schedules sets forth a complete and accurate list of the Company’s top 25 twenty (20) customers (on a consolidated basis) (by gross revenues generated from sales and services provided to such customers) (collectively, the “Material Customers”) and (b) a list of the Business for Company’s top ten (10) suppliers (on a consolidated basis) (by aggregate cost of products and/or services purchased from such suppliers) (collectively, the last twelve-month period based on revenues received from by each such customer during such period (each, a “Significant CustomerMaterial Suppliers”), together for the fiscal year ended December 31, 2022 and for the nine (9)-month period ended September 30, 2023. The Company or its Subsidiaries has not received any written notice from any such customer to the effect that, and neither the Company, its Subsidiaries nor Seller has any Knowledge that, any such customer will stop, decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, buying products and/or services from the revenue earned from each Significant Customer during such period. Company or its Subsidiaries (b) Section 3.24(b) whether as a result of the Company Disclosure Schedules sets forth a complete and accurate list consummation of the top 25 Contemplated Transactions or otherwise). The Company or its Subsidiaries has not received any written notice from any such supplier to the effect that, and neither the Company, its Subsidiaries nor Seller has any Knowledge that, any such supplier will stop, decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company or its Subsidiaries (whether as a result of the consummation of the Contemplated Transactions or otherwise). There are no suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier products or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse services to the Business, Company or its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be Subsidiaries that are material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have Business with respect to which practical alternative sources of supply are not been any disputes between FCB or its Subsidiaries generally available on comparable terms and any Significant Customer or Significant Supplier, except as would not, individually or conditions in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholemarketplace.

Customers and Suppliers. (a) Section 3.24(a3.19(a) of the Company Disclosure Schedules sets forth Schedule is a complete and accurate correct list of the top 25 customers twenty (20) largest suppliers to the Company, and its Subsidiaries by aggregate dollar value of purchases during each of the Business for most recently completed fiscal year and the last twelvefive-month period based on revenues received from by each such customer during such period (eachended May 31, a “Significant Customer”), together with the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business2007. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case2007, except as would not reasonably be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would notexpected, individually or in the aggregate, to have a Material Adverse Effect, no such supplier has canceled or otherwise terminated or materially and adversely modified, or to the Knowledge of the Company, threatened to cancel or otherwise terminate or materially and adversely modify, its relationship with the Company or any of its Subsidiaries. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice that any such supplier intends to cancel or otherwise terminate or materially and adversely modify its relationship with the Company or any of its Subsidiaries on account of the Transactions or otherwise, except for such modifications or terminations as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. (b) Section 3.19(b) of the Company Disclosure Schedule is a complete and correct list of the twenty (20) largest customers of the Company and its Subsidiaries by aggregate dollar value of sales during each of the most recently completed fiscal year and the five-month period ended May 31, 2007. Since January 1, 2007, except as would not reasonably be material expected, individually or in the aggregate, to have a Material Adverse Effect, no such customer has canceled or otherwise terminated or materially and adversely modified, or to the Group Companies Knowledge of the Company, threatened in writing to cancel or otherwise terminate or materially and adversely modify, its relationship with the BusinessCompany or any of its Subsidiaries. To the Knowledge of the Company neither the Company nor any of its Subsidiaries has received any notice that any such customer intends to cancel or otherwise terminate or materially and adversely modify its relationship with the Company or any of its Subsidiaries on account of the Transactions or otherwise, taken except for such modifications or terminations as would not reasonably be expected, individually or in the aggregate, to have a wholeMaterial Adverse Effect.

Customers and Suppliers. (a) Set forth on Section 3.24(a4.20(a) of the Company Disclosure Schedules sets forth Letter is a complete true and accurate correct list of (i) the top 25 ten (10) largest customers (measured by revenues paid to the Company or any of its Subsidiaries, in the Business for aggregate, during the last twelve-month period based on revenues received from by each such customer during such period (eachended December 31, a “Significant Customer”2008), together with the revenue earned from each Significant Customer dollar amount of sales made to such customers during such period, (ii) the ten (10) largest suppliers in terms of purchases and leases by the Company or any of its Subsidiaries during the twelve-month period ended December 31, 2008, and (iii) any sole source suppliers of goods or services for which there is no ready alternative to the Company or any of its Subsidiaries on comparable or better terms, together with the dollar amount paid to such suppliers during such period. (b) The relationships of the Company or any of its Subsidiaries with each supplier and customer listed in Section 3.24(b4.20 of the Disclosure Letter (including each supplier and customer listed in Section 4.20 of the Disclosure Letter party to a Contract) are good commercial working relationships. Except as set forth in Section 4.20 (b) of the Company Disclosure Schedules sets forth a complete and accurate list Letter, no such supplier or customer has canceled or otherwise terminated, or to the Knowledge of the top 25 suppliers of the Business for the last twelve-month period based on payments made Company, threatened to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled cancel or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Businessterminate, its relationship with the BusinessCompany or any of its Subsidiaries. Since January 1December 31, 20212008, no except as provided in Section 4.20 (b) of the Disclosure letter, none of the of the Company or any of its Subsidiaries has received any written or oral notice that any such Significant Suppliersupplier or customer may cancel, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel terminate or otherwise materially and adversely modify its relationship with the BusinessCompany or any of its Subsidiaries (including by modifying its pricing) or limit its services, in each case, except as would not be material supplies or materials to the Group Companies Company or the Businessany of its Subsidiaries, taken either as a whole. Since January 1, 2021, there have not been any disputes between FCB result of the consummation of the Transactions or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeotherwise.

Customers and Suppliers. Section 4.21 of the Disclosure Schedule sets forth the top ten (a10) Section 3.24(asuppliers (based on expenditures for the twelve (12) months ended December 28, 2013) of products or services to the Company and the Company Subsidiaries and the top ten (10) customers of the Company and the Company Subsidiaries (based on shipments during the twelve (12) months ended December 28, 2013), and the top ten (10) distributors (based on shipments during the twelve (12) months ended December 28, 2013) of the Company Disclosure Schedules sets forth and the Company Subsidiaries (on a complete and accurate list consolidated basis). To the Company’s knowledge, the Company does not have any material new customers or suppliers since December 28, 2013 who would have been included on Section 4.21 of the top 25 customers of Disclosure Schedule if such customer or supplier had been a customer or supplier during the Business for the last twelve-twelve (12) month period based on revenues received from by each such customer during such period (eachas of December 28, a “Significant Customer”)2013. Since August 7, together with 2012, neither the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) Company nor any of the Company Disclosure Schedules sets forth a complete and accurate list Subsidiaries has received any written notice or, to the knowledge of the top 25 suppliers of Company, oral notice from any such customer, supplier or distributor to the Business for the last twelve-month period based on payments made effect that, any such customer, supplier or distributor (a) has changed, modified, amended or reduced, or is reasonably likely to each supplier during such period (eachchange, a “Significant Supplier”)modify, together with the amount paid each such supplier during such period. (c) Since January 1amend or reduce, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated its business relationship with the Business Company or has materially alteredany of the Company Subsidiaries except where such change, in a manner adverse to the Businessmodification, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer amendment or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would notreduction, individually or in the aggregate, would not have, or would not be reasonably likely to have, a Material Adverse Effect, or (b) will fail to perform, or is reasonably likely to fail to perform, its obligations under any contract with the Company or any of the Company Subsidiaries except where such failure to perform, individually or in the aggregate, would not have, or would not be expected reasonably likely to be material to the Group Companies or the Businesshave, taken as a wholeMaterial Adverse Effect.

Customers and Suppliers. (a) Section 3.24(a) of the Company Disclosure Schedules Schedule sets forth a correct and complete and accurate list of the top 25 10 largest customers and the 10 largest suppliers of each Acquired Company, as measured by the Business for dollar amount of purchases therefrom or thereby, during the last twelve-month period based on revenues received from fiscal year ended December 31, 2021, showing the approximate total value of sales by any Acquired Company to each such customer and the approximate total value of purchases by any Acquired Company from each such supplier during such period (each, each such customer a “Significant Top Customer” and each such supplier a “Top Supplier”), together with the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) of During the Company Disclosure Schedules sets forth a complete and accurate list of 12 months prior to the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (eachdate hereof, a “Significant Supplier”), together no Top Customer or Top Supplier has terminated its relationship with the amount paid each such supplier during such periodAcquired Companies or reduced or changed, in any material respects, the pricing or other terms of its business with the Acquired Companies. During the 12 months prior to the date hereof, no Top Customer or Top Supplier has notified any Acquired Company in writing that it intends to terminate, not renew, or reduce or change, in any material respects, the pricing or other terms of its business with any Acquired Company. During the 12 months prior to the date hereof, no Acquired Company has received written notice that any Top Customer or Top Supplier is the subject of any voluntary or involuntary bankruptcy, insolvency or other similar proceedings. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor None of the Business Acquired Companies (i) has cancelled or otherwise terminated experienced any material disruption in its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken supply chain networks as a whole. Since January 1result of COVID-19 that remains ongoing or (ii) has made, 2021or currently plans to make, there have not been any disputes between FCB material changes to its supply chains or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or vendor services in the aggregate, reasonably be expected response to be material to the Group Companies or the Business, taken as a wholeCOVID-19.

Customers and Suppliers. (a) Section 3.24(aSchedule 2.24(a) of the Company Disclosure Schedules sets forth a complete and accurate list lists each of the top 25 ten (10) customers based on the amount of revenue generated for the Business for during the last twelve-month period based on revenues received from by each such customer during such period fiscal year ended September 30, 2016 (each, a the “Significant CustomerCustomers”), together with the aggregate dollar amount of such revenue earned by the Business from each such customer during such fiscal year. Neither Seller nor any of its Affiliates (including the Company Group) has received written notice (or, to the Knowledge of the Company, oral notice) from any Significant Customer during that such period. (b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete Significant Customer has terminated or materially and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled or otherwise terminated adversely modified its business relationship with the Business or has intends to terminate or materially altered, in a manner adverse to the Business, and adversely modify its business relationship with the Business. Since January 1the Balance Sheet Date, 2021none of the Significant Customers has materially reduced amounts purchased from, no such Significant Supplier, Significant Customer or materially and adversely changed the pricing or other material suppliereconomic terms of its business with, vendorthe Business, collaborator, distributor or licensor has any plan or intention, and has not threatenedand, to terminatethe Knowledge of the Company, cancel no Significant Customer has threatened any such action. (b) Neither Seller nor any of its Affiliates (including the Company Group) has received any written notice (or, to the Knowledge of the Company, oral notice) from any Significant Supplier that such supplier has terminated or otherwise materially and adversely modified its business relationship with the Business or intends to terminate or materially and adversely modify its business relationship with the Business. Since the Balance Sheet Date, in each caseno Significant Supplier has materially reduced amounts supplied to, except as would not be or materially adversely changed the pricing or other material to the Group Companies or economic terms of its business with, the Business, taken as a whole. Since January 1and, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or Knowledge of the BusinessCompany, taken as a wholeno such supplier has threatened any such action.

Customers and Suppliers. (a) Section 3.24(aSchedule 3.20(a) of the Company Disclosure Schedules sets forth a complete and accurate list the customers of each Company Group Member (including distributors) in respect of the top 25 customers of the Business for the last twelve-month period based on revenues received from by each such customer during such period twenty (20) Contracts (each, a “Significant Material Customer”), together with based on the revenue dollar amount of consolidated expected future revenues contracted to be earned from each Significant Customer during such periodby the Company Group following the date of this Agreement for the remaining term of the relevant Contract. (b) Section 3.24(bSchedule 3.20(b) of the Company Disclosure Schedules sets forth a complete each vendor, supplier, reseller, service provider and accurate list other similar business relation of each Company Group Member in respect of the top 25 suppliers of the Business twenty (20) Contracts for the last twelve-month period based on payments made to each supplier during such period 2020 (each, a “Significant Material Supplier”), together based on calendar year payments made by the Company in 2020, from whom any Company Group Member has contracted with for the amount paid each such supplier during such periodprovision of goods and services in respect of its contracts with a Material Customer under a Material Contract. (c) Since January 1, 2021As at the date hereof, no Significant CustomerMaterial Customer or Material Supplier has given any Company Group Member notice that it intends to stop or materially alter its business relationship with any Company Group Member, Significant Supplier or other material supplierhas during the past twelve (12) months decreased materially, vendoror threatened to decrease or limit materially, collaboratorits supply of services or products to, distributor or licensor purchase of products or services from any Company Group Member. To the Knowledge of the Business has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Business, its relationship with the Business. Since January 1, 2021Seller, no such Significant Supplier, Significant Material Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, Material Supplier intends to terminate, cancel or otherwise substantially modify its relationship with any Company Group Member or to decrease or limit materially, its supply of services or products to, or purchase of products or services from, any Company Group Member (whether as a result of the BusinessTransactions or otherwise). (d) Other than inventory, in each case, except as would not be material there are no Current Assets or Current Liabilities and no outstanding Liabilities or obligations of any Company Group Member with respect to the Group Companies or Richmond Metropolitan Transit Authority project, and all related agreements have been validly terminated by the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeparties thereto.

Customers and Suppliers. (a) Section 3.24(aSchedule 3.23(a) of the Company Disclosure Schedules sets forth a true and complete and accurate list of the top 25 customers twenty (20) customers, measured by net sales, of the Precoat Business for the last twelve-month period based on revenues received from by each such customer during such period year ended December 31, 2021 (each, a the “Significant CustomerMaterial Customers”), together with the revenue earned from each Significant Customer during such period. (b) Section 3.24(b) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers of the Business for the last twelve-month period based on payments made to each supplier during such period (each, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c) . Since January 1, 20212020, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor none of the Business Material Customers has cancelled given Seller or otherwise terminated its relationship with the Business Precoat Subsidiaries written notice terminating or has cancelling, or that it intends to terminate, cancel, not renew or materially altered, in a manner adverse to the Businessdecrease, its relationship with the BusinessPrecoat Subsidiaries. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intentionExcept as set forth on Schedule 3.23(a), and has not threatened, to terminate, cancel or otherwise modify its relationship with the Businessexcept, in each case, except as where the occurrence of such breach or default would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the BusinessPrecoat Subsidiaries, taken as a whole, (i) no Precoat Subsidiary or, to the knowledge of Seller, any other party thereto is in breach of or default under any Contract with a Material Customer, (ii) as of the date of this Agreement, no Precoat Subsidiary has received any written claim or notice of breach of or default under any Contract with a Material Customer and (iii) to the knowledge of Seller, as of the date of this Agreement, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any Contract with a Material Customer (in each case, with or without notice, lapse of time or both). (b) Schedule 3.23(b) sets forth a true and complete list of the top ten (10) suppliers, measured by dollar volume of purchases, of the Precoat Business for the year ended December 31, 2021 (the “Material Suppliers”). Since January 1, 2020, none of the Material Suppliers has given Seller or the Precoat Subsidiaries written notice terminating or cancelling, or that it intends to terminate, cancel, not renew or materially decrease, its relationship with the Precoat Subsidiaries. Except as set forth on Schedule 3.23(b), and except, in each case, where the occurrence of such breach or default would not reasonably be expected to be material to the Precoat Subsidiaries, taken as a whole, (i) no Precoat Subsidiary or, to the knowledge of Seller, any other party thereto is in breach of or default under any Contract with a Material Supplier, (ii) as of the date of this Agreement, no Precoat Subsidiary has received any written claim or notice of breach of or default under any Contract with a Material Supplier and (iii) to the knowledge of Seller, as of the date of this Agreement, no event has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any Contract with a Material Supplier (in each case, with or without notice, lapse of time or both)

Customers and Suppliers. (a) Section 3.24(a(a) of the Company Disclosure Schedules Customers and Suppliers Schedule sets forth a complete and accurate list of the top 25 twenty-five (25) customers of the Business Company and its Subsidiaries (taken as a whole) on a revenue basis for the last twelve-month period based on years ended December 31, 2018 and 2019 (the "Customers"), which list indicates the amount of revenues received from by attributable to each such customer during Customer for each such period (eachyear. None of the Customers has notified the Company or any of its Subsidiaries in writing of any intention or, a “Significant Customer”)to the Company's knowledge, together threatened to terminate or materially and adversely alter its relationship with the revenue earned from Company or any of its Subsidiaries. There has been no material change in pricing or pricing structure (other than changes in the ordinary course of business, consistent with past practice) with any Customer, and there has been no material dispute with a Customer, in each Significant Customer during such periodcase since January 1, 2018. (b) Section 3.24(b(b) of the Company Disclosure Schedules Customers and Suppliers Schedule sets forth a complete and accurate list of the top 25 ten (10) suppliers of the Business Company and its Subsidiaries on a consolidated basis by dollar value of net purchases from such suppliers, for the last twelve-month period based on payments made to each supplier during such period years ended December 31, 2018 and December 31, 2019 (each, a “Significant Supplier”the "Suppliers"), together with the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor . None of the Business Suppliers has cancelled notified the Company or otherwise terminated any of its Subsidiaries in writing of any intention or, to the Company's knowledge, threatened to terminate or materially and adversely alter its relationship with the Business Company or has materially altered, in a manner adverse to the Business, any of its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise modify its relationship with the Business, in each case, except as would not be material to the Group Companies or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeSubsidiaries.

Customers and Suppliers. (a) Section 3.24(aSet forth on Schedule 4.19 (a) is a true and correct list of (i) the ten (10) largest customers (measured by revenues paid to Seller or Parent with respect to the operation of the Company Disclosure Schedules sets forth a complete and accurate list of Business, in the top 25 customers of aggregate, during the Business for the last twelve-month period based on revenues received from by each such customer during such period (eachended December 31, a “Significant Customer”2008), together with the revenue earned from each Significant Customer dollar amount of sales made to such customers during such period, and (ii) the ten (10) largest suppliers in terms of purchases by Seller or Parent with respect to the operation of the Business during the twelve-month period ended December 31, 2008, and (iii) any sole source suppliers of goods or services for which there is no ready alternative to Seller or Parent with respect to operation of the Business on comparable or better terms, together with the dollar amount paid to such suppliers during such period. (b) Section 3.24(bExcept as set forth on Schedule 4.19(b), since July 1, 2008 (i) of the Company Disclosure Schedules sets forth a complete and accurate list of the top 25 suppliers no supplier of the Business for or customer of the last Business that purchases directly from Seller, Parent or any Seller Affiliate and that constitutes one of the twenty (20) largest customers (measured by revenues paid to Seller or Parent with respect to the operation of the Business, in the aggregate, during the twelve-month period based on payments made to each supplier during such period (eachended December 31, a “Significant Supplier”), together with the amount paid each such supplier during such period. (c2008) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor of the Business has cancelled canceled or otherwise terminated its relationship with the Business terminated, or, to Seller's Knowledge, threatened to cancel, permit to expire or has materially altered, in a manner adverse to the Businessotherwise terminate, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer Seller or other material supplier, vendor, collaborator, distributor or licensor has any plan or intentionParent, and (ii) neither Seller nor any Seller Affiliate has not threatenedreceived any written notice or, to terminateSeller's Knowledge, cancel oral notice that any such supplier or customer may cancel, terminate or otherwise materially and adversely modify its relationship with the BusinessSeller or Parent (including by modifying its pricing) or limit its services, in each case, except as would not be material supplies or materials to the Group Companies Seller or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeParent.

Customers and Suppliers. (a) Section 3.24(a3.21(a) of the Company Disclosure Schedules sets forth a complete and accurate list of Schedule lists (a) the top 25 largest ten (10) customers of the Business for Company and its Subsidiaries, taken as a whole, based on the last twelve-aggregate amount of sales to such customers during (i) the nine (9) month period based on revenues received from by each such customer during such period ended September 30, 2017 and (ii) fiscal year 2016 (each, a “Significant Top Customer”) and (b) the largest ten (10) suppliers of the Company and its Subsidiaries, taken as a whole, based on the aggregate amounts paid by the Company and its Subsidiaries during each of such periods (each, a “Top Supplier”), together with the revenue earned from each Significant Customer during such period. (b) Except as set forth in Section 3.24(b3.21(b) of the Company Disclosure Schedules sets forth a complete and accurate list Schedule, since September 30, 2017, (i) neither the Company nor any of the top 25 suppliers of the Business for the last twelve-month period based on payments made its Subsidiaries has received written notice from any Top Customer that such customer intends to each supplier during such period (each, a “Significant Supplier”), together adversely modify its relationship in any material respect with the amount paid each such supplier during such periodCompany or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries has been involved in any material claim, dispute or controversy with any Top Customer. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor Except as set forth in Section 3.21(c) of the Business Company Disclosure Schedule, since September 30, 2017, (i) neither the Company nor any of its Subsidiaries has cancelled or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse received written notice from any Top Supplier that such supplier intends to the Business, its relationship with the Business. Since January 1, 2021, no such Significant Supplier, Significant Customer or other material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, to terminate, cancel or otherwise adversely modify its relationship in any material respect with the Business, in each case, except as would not be material to the Group Companies Company or the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or of its Subsidiaries and (ii) neither the Company nor any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a whole.of

Customers and Suppliers. (a) Section 3.24(aExcept as set forth on SCHEDULE 4.22(a), (a) all Material Customers continue to be customers or licensees of the Company Disclosure Schedules sets forth a complete and accurate list none of such Material Customers have reduced materially its business with the Company from the levels achieved during the year ended March 31, 2001 and none of the top 25 customers Shareholders, or the Companies have any reason to believe that any such reduction will occur; (b) none of the Companies are involved in any Claim, dispute or controversy with any such Companies Material Customers other than Claims, disputes or controversies arising in the Ordinary Course of Business for which would not have a Material Adverse Effect; and (c) none of the last twelve-month period based on revenues received from by each such customer during such period (eachCompanies is involved in any Claim, dispute or controversy with any of its other customers or licensees or any of its suppliers or licensors which would have a “Significant Customer”), together with the revenue earned from each Significant Customer during such periodMaterial Adverse Effect. (b) Section 3.24(bSet forth on SCHEDULE 4.22(b) of the Company Disclosure Schedules sets forth is a complete and accurate list of the top 25 6 suppliers that accounted for the largest dollar volume of purchases by each of the Business Companies (paid in U.S. dollars) for the last twelve-five month period based on payments made to each supplier during such period ended May 31, 2001 (each, a “Significant "Material Supplier”"). No Material Supplier has canceled or otherwise terminated, together with or to the amount paid each such supplier during such period. (c) Since January 1, 2021, no Significant Customer, Significant Supplier or other material supplier, vendor, collaborator, distributor or licensor Knowledge of the Business has cancelled Companies threatened to cancel or otherwise terminated its relationship with the Business or has materially altered, in a manner adverse to the Businessterminate, its relationship with any of the BusinessCompanies during the twelve months immediately preceding the date hereof, or has during such period materially decreased, or threatened to materially decrease or materially limit, its services, supplies or materials to any of the Companies. Since January 1, 2021, no such Significant Supplier, Significant Customer or other None of the Companies has received any notice during the twelve months immediately preceding the date hereof that any material supplier, vendor, collaborator, distributor or licensor has any plan or intention, and has not threatened, supplier intends to terminate, cancel or otherwise materially modify its relationship with any of the Business, in each case, except as would not be material to the Group Companies or to materially decrease or materially limit its services, supplies or materials to any of the Business, taken as a whole. Since January 1, 2021, there have not been any disputes between FCB or its Subsidiaries and any Significant Customer or Significant Supplier, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the Business, taken as a wholeCompanies.