Material Customers and Material Suppliers. (a) Schedule 3.22(a) sets forth a correct list of (i) the top twenty (20) customers of the Company (based on the total amount of sales to such customer) for the year ended December 31, 2022, and for the nine-month period ended September 30, 2023 (each, a “Material Customer”), showing the total amount of sales to each such Material Customer during the applicable period and the percentage of the total sales of the Company represented by such sales, and (ii) the top twenty (20) suppliers and vendors to the Company (based on total amount purchased from such supplier or vendor) for the year ended December 31, 2022, and for the nine-month period ended September 30, 2023 (each, a “Material Supplier”), showing the total amount of purchases by the Company from each such Material Supplier during the applicable period and the percentage of the total amount of purchases by the Company represented by such purchases.
(b) Except as set forth on Schedule 3.22(b), since January 1, 2022, there has been (i) no adverse change in the business relationship, or any material dispute, between the Company and any Material Customer or Material Supplier, (ii) no change in any material term or condition of any Contract between the Company and any Material Customer or Material Supplier, and (iii) no indication that any Material Customer or Material Supplier intends to reduce its purchases from or sales to, as applicable, the Company or that any Material Customer or Material Supplier intends to terminate, not renew, or materially amend the terms and conditions of any Contract with the Company.
(c) Since January 1, 2020, no Material Customer or Material Supplier has made any breach of contract, indemnification, or similar claim against the Company.
Material Customers and Material Suppliers. (a) Section 3.19(a) of the Company Disclosure Schedule sets forth a true and complete list of each of the customers of the Company and its Subsidiaries to whom the Company or any of its Subsidiaries has sales volume in excess of $100,000 during the twelve (12) month period ended May 31, 2009 (the “Material Customers”), and the amount of sales to each Material Customer during such period.
(b) Section 3.19(b) of the Company Disclosure Schedule sets forth a true and complete list of each of the suppliers of the Company and its Subsidiaries from which the Company or any of its Subsidiaries has made total purchases in excess of $75,000 during the twelve (12) month period ended May 31, 2009 (the “Material Suppliers”), and the amount of purchases from each Material Supplier during such period.
(c) Since June 30, 2008, except as set forth on Section 3.19(c) of the Company Disclosure Schedule, no Material Supplier or Material Customer (i) has provided the Company or its Subsidiaries any written notice terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiaries, or (ii) has cancelled or otherwise terminated any Company Contract or purchase or sales order with the Company or its Subsidiaries that was material to the business of the Company and its Subsidiaries, taken as a whole.
Material Customers and Material Suppliers. Section 3.19 of the Seller Disclosure Letter sets forth (i)(A) the ten largest Customers in the region of North America and (B) the five largest Customers in each of (w) the region of Latin America, (x) the region of Europe, the Middle East, and Africa, (y) the region of the People’s Republic of China, Macau, Hong Kong and Taiwan and (z) the region of Asia Pacific to the extent not included in clause (y), each determined based on the dollar value of sales to such Customers for the 12 months ended May 31, 2022 (collectively, the “Material Customers”), and (ii)(A) the ten largest suppliers of base oils, (B) the ten largest suppliers of additives, (C) the five largest suppliers of coolants and other key raw materials to the Business, and (D) the five largest suppliers of each of packaging and other suppliers to the Business, determined based on the dollar value of goods or services purchased from such suppliers for the 12 months ended May 31, 2022, (collectively, the “Material Suppliers”). Additionally, Section 3.19 of the Seller Disclosure Letter sets forth each Contract with a Customer or Supplier of the type described in clauses (i) and (ii) of the immediately preceding sentence, entered into since January 1, 2022, which, had it been in place during the relevant period, would have resulted in such Customer or Supplier being a Material Customer or Material Supplier. No Material Customer or Material Supplier has ceased doing business with the Business Group and none of the Business Group Members has received, from any Material Customer or Material Supplier, written or oral notice (x) terminating, or stating the intent to terminate, such Material Customer’s or Material Supplier’s relationship with any of the Business Group Members, (y) indicating that such Material Customer intends to materially reduce its purchase of goods or services from the Business Group Members or that such Material Supplier intends to materially reduce its sale of goods or services to the Business Group Members, in each case from the levels achieved during the twelve-month period ending on May 31, 2022 or (z) indicating that it will materially alter the terms upon which it is willing to do business with the Business Group Members.
Material Customers and Material Suppliers. (a) Section 4.19(a)(i) of the Company Disclosure Letter sets forth the top ten (10) customers of the Company and the Company Subsidiaries collectively (based on the dollar amount of revenue from such customers) for the 12-month period ended December 31, 2018 (the “Company Material Customers”). Except as set forth on Section 4.19(a)(ii) of the Company Disclosure Letter, no such Company Material Customer has, during the last 12 months, cancelled or terminated any of its Contracts or arrangements or materially reduced its business in the aggregate, with the Company or any Company Subsidiary or, to the Knowledge of the Company, made any threat to the Company or any Company Subsidiary to cancel or otherwise terminate any of its Contracts or arrangements or materially reduce its business in the aggregate with the Company or any Company Subsidiary (other than changes to pricing and quantity of products and services which are currently permitted by the arrangements with such Company Material Customer).
(b) Section 4.19(b)(i) of the Company Disclosure Letter sets forth the top ten (10) suppliers of the Company and the Company Subsidiaries collectively (based on the dollar amount of purchases from such suppliers) for the 12-month period ended December 31, 2018 (the “Company Material Suppliers”). Except as set forth on Section 4.19(b)(ii) of the Company Disclosure Letter, no such Company Material Supplier has, during the last 12 months, cancelled or terminated any of its contracts or arrangements, or materially reduced its business in the aggregate, with the Company or any Company Subsidiary, or, to the Knowledge of the Company, made any threat to the Company or any Company Subsidiary to cancel or otherwise terminate any of its contracts or arrangements with, or materially reduce its supply to, the Company and the Company Subsidiaries.
Material Customers and Material Suppliers. (a) Section 5.20(a)(i) of the Parent Disclosure Letter sets forth the top ten (10) customers of Parent and the Parent Subsidiaries collectively (based on the dollar amount of revenue from such customers) for the 12-month period ended December 31, 2018 (the “Parent Material Customers”). Except as set forth on Section 5.20(a)(ii) of the Parent Disclosure Letter, no such Parent Material Customer has, during the last 12 months, cancelled or terminated any of its Contracts or arrangements or materially reduced its business in the aggregate, with Parent or any Parent Subsidiary or, to the Knowledge of Parent, made any threat to Parent or any Parent Subsidiary to cancel or otherwise terminate any of its Contracts or arrangements or materially reduce its business in the aggregate with Parent or any Parent Subsidiary (other than changes to pricing and quantity of products and services which are currently permitted by the arrangements with such Parent Material Customer).
(b) Section 5.20(b)(i) of the Parent Disclosure Letter sets forth the top ten (10) suppliers of Parent and the Parent Subsidiaries collectively (based on the dollar amount of purchases from such suppliers) for the 12-month period ended December 31, 2018 (the “Parent Material Suppliers”). Except as set forth on Section 5.20(b)(ii) of the Parent Disclosure Letter, no such Parent Material Supplier has, during the last 12 months, cancelled or terminated any of its contracts or arrangements, or materially reduced its business in the aggregate, with Parent or any Parent Subsidiary, or, to the Knowledge of Parent, made any threat to Parent or any Parent Subsidiary to cancel or otherwise terminate any of its contracts or arrangements with, or materially reduce its supply to, Parent and the Parent Subsidiaries.
Material Customers and Material Suppliers. Section 2.20 of the Disclosure Schedule sets forth, as of the date of this Agreement, a true and correct list of (a) the Material Customers and (b) the Material Suppliers. As of the date of this Agreement, there has not been any written or, to the Knowledge of Seller, oral notice from any such Material Customer or Material Supplier that such Material Customer or Material Supplier has terminated or canceled or intends to terminate or cancel or materially modify or alter its relationship with the Business, except as would not reasonably be expected to, individually or in the aggregate, be material to the Business or the Company Group, taken as a whole.
Material Customers and Material Suppliers. Set forth on Schedule 3.23 is a list of the Material Customers and Material Suppliers. Since January 1, 2019, no Material Customer or Material Supplier has discontinued or materially reduced, or provided written notice of its intention to discontinue or materially reduce, or to Seller's Knowledge intends to discontinue or material reduce, its business relationship with any Company Entity. Since January 1, 2019, no Material Customer or Material Supplier has modified the material terms of its business relationship with any Company Entity. No Company Entity is involved in any material dispute with any material customer or material supplier of any Company Entity.
Material Customers and Material Suppliers. (a) Section 3.20(a) of the Seller Disclosure Letter sets forth: (i) the ten (10) largest customers of the Business, determined based on the dollar value of sales to such customers for the twelve (12) months ended December 31, 2022 and the nine (9) months ended September 30, 2023 (the “Material Customers”) and (ii) the ten (10) largest suppliers of the Business, determined based on the dollar value of goods or services purchased from such suppliers for the twelve (12) months ended December 31, 2022 and the nine (9) months ended September 30, 2023 (the “Material Suppliers”).
(b) As of the date of this Agreement, (i) no Material Customer or Material Supplier has (A) terminated or ceased (or provided notice to Seller or a Group Company that it intends to terminate, not renew or cease) its relationship with any of the Group Companies, (B) declared a force majeure event or default (or provided notice to Seller or a Group Company that it intends to declare a default) under any material Contract between it and any of the Group Companies or, with respect to any Material Supplier, materially delayed deliveries of products or services to any Group Company, or (C) otherwise adversely altered (or provided notice to Seller or a Group Company that it will or intends to adversely alter) its relationship (whether related to payment, amount, price, or otherwise) with any of the Group Companies as compared to such relationship during the twelve (12)-month period ending on December 31, 2022 and the nine (9) month period ending on September 30, 2023, and (ii) no Group Company has terminated or adversely altered any such Contract or any such relationship (whether related to payment, amount, price, or otherwise) as compared to such relationship during the twelve (12)-month period ending on December 31, 2022 and the nine (9) month period ending on September 30, 2023. No Group Company is involved in any material Proceeding with, by or against any Material Customer or Material Supplier.
(c) To the Knowledge of Seller, the Transactions will not materially and adversely affect the relationship of the Group Companies with any Material Customer or Material Supplier. To the Knowledge of Seller, no Effect exists with respect to any Material Customer or Material Supplier that would reasonably be expected to have a material and adverse impact on the Group Companies, taken as a whole.
Material Customers and Material Suppliers. Schedule 3.23 sets forth a list of the Group Companies’ Material Customers and Material Suppliers as measured by the dollar amount of purchases, for the twelve (12) months ended March 31, 2021, showing the total purchases from each such Material Customer or by the Group Companies from each such Material Supplier, during each such period. No Material Customer or Material Supplier has (a) terminated its relationship with any of the Group Companies, (b) materially reduced its business with any of the Group Companies or otherwise adversely modified its relationship or terms with any of the Group Companies, (c) notified in writing any of the Group Companies of its intention to take any such action and, to the Knowledge of the Company, no such Material Customer, or Material Supplier is contemplating such an action or (d) to the Knowledge of the Company prior to the execution and delivery of this Agreement, become insolvent or subject to bankruptcy proceedings. COVID-19 and COVID-19 Measures have not prevented the Group Companies from maintaining an adequate level of services for the Group Companies’ customers.
Material Customers and Material Suppliers. Section 3.20 of the Parent Disclosure Letter sets forth (i) the ten largest customers of the Business, determined based on the dollar value of sales to such customers for the 12 months ended December 31, 2022 (the “Material Customers”), and (ii) the ten largest suppliers of the Business, determined based on the dollar value of goods or services purchased from such suppliers for the 12 months ended December 31, 2022 (the “Material Suppliers”). As of the date of this Agreement, no Material Customer or Material Supplier has ceased doing business with the Business and none of Parent or any of its Subsidiaries (to the extent related to the Business) or any of the Group Companies has received, from any Material Customer or Material Supplier, written or, to the Knowledge of Parent, oral notice (x) terminating, or stating the intent to terminate, such Material Customer’s or Material Supplier’s relationship with the Business, (y) indicating that such Material Customer intends to materially reduce its purchase of goods or services from the Business or that such Material Supplier intends to materially reduce its sale of goods or services to the Business, in each case from the levels achieved during the 12-month period ending on December 31, 2022, or (z) indicating that it will materially alter the terms upon which it is willing to do business with the Business (in each case, whether as a result of the consummation of the Transactions or otherwise).
