Common use of Material Customers and Material Suppliers Clause in Contracts

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) Schedule 3.22(a3.21(a) sets forth a correct list of (i) the top twenty ten (2010) 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 eight (8)-month period ended September 30August 31, 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 eight (8)-month period ended September 30August 31, 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(b3.21(b), since January 1, 2022, there has been (i) no material adverse change in the business relationship, or any material dispute, between the Company and any Material Customer or Material Supplier, (ii) no adverse 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 written or Material Supplier intends oral notice has been provided 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 and adversely amend the terms and conditions of any Contract with the Company. (c) Since January 1, 2020Within the Look-Back Period, 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) 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 nineseven-month period ended September 30July 31, 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 nineseven-month period ended September 30July 31, 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 is considering or intends to reduce its purchases from or sales to, as applicable, the Company or that any Material Customer or Material Supplier is considering or 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) Schedule 3.22(a) sets forth a correct list of (i) the top twenty ten (2010) 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 seven (7)-month period ended September 30July 31, 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 ten (2010) 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 seven (7)-month period ended September 30July 31, 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 material 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 written or oral communication stating that any Material Customer or Material Supplier is considering or intends to reduce its purchases from or sales to, as applicable, the Company or that any Material Customer or Material Supplier is considering or 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) Schedule 3.22(a5.22(a) sets forth a correct list of (i) the top twenty (20) customers of the Company Group (based on the total amount of sales to such customer) for the year fiscal years ended December October 31, 20222021 and October 31, and for the nine-month period ended September 30, 2023 2022 (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 Group represented by such sales, and (ii) the top twenty (20) suppliers and vendors to the Company Group (based on total amount purchased from such supplier or vendor) for the year fiscal years ended December October 31, 20222021 and October 31, and for the nine-month period ended September 30, 2023 2022 (each, a “Material Supplier”), showing the total amount of purchases by the Company Group from each such Material Supplier during the applicable period and the percentage of the total amount of purchases by the Company Group represented by such purchases. (b) Except as set forth on in Schedule 3.22(b5.22(b), since January 1, 20222021, there has been (i) no materially adverse change in the business relationship, or any material dispute, between the Company Group and any Material Customer or Material Supplier, (ii) no change in any material term or condition of any Contract between the Company Group and any Material Customer or Material Supplier, and (iii) no indication written notice from any Material Customer or Material Supplier that any such Material Customer or Material Supplier intends to reduce its purchases from or sales to, as applicable, the Company Group or that any such Material Customer or Material Supplier intends to terminate, not renew, or materially amend the terms and conditions of any Contract with the CompanyCompany Group. (c) Since January 1, 20202021, no Material Customer or Material Supplier has made any material breach of contract, indemnification, or similar claim against the CompanyCompany Group.

Material Customers and Material Suppliers. (a) Schedule 3.22(a) sets forth a correct list of (i) the top twenty ten (2010) customers of the each 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 such Company represented by such sales, and (ii) the top twenty ten (2010) suppliers and vendors to the each 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 such Company from each such Material Supplier during the applicable period and the percentage of the total amount of purchases by the such Company represented by such purchases. (b) Except as set forth on Schedule 3.22(b), since January 1, 20222021, there has been (i) no adverse change in the business relationship, or any material dispute, between the any Company and any Material Customer or Material Supplier, (ii) no change in any material term or condition of any Contract between the any 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 any 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 any Company. (c) Since January 1, 20202021, no Material Customer or Material Supplier has made any breach of contract, indemnification, or similar claim against the any Company.

Material Customers and Material Suppliers. (a) Schedule 3.22(a) sets forth a correct list of (i) the top twenty ten (2010) 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 ten (2010) 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, 20222021, 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, 20202021, no Material Customer or Material Supplier has made any breach of contract, indemnification, or similar claim against the Company.

Material Customers and Material Suppliers. Section 3.19 of the Seller Disclosure Letter sets forth (a) Schedule 3.22(a) sets forth a correct list of (i) the top twenty (20) 10 largest customers of the Company (Business, determined based on the total amount dollar value of sales to such customer) customers for the year 12 months ended December 31, 2022, and for the nine-month period ended September June 30, 2023 2024 (each, a the “Material CustomerCustomers”), showing and (b) the total amount of sales to each such Material Customer during the applicable period and the percentage 25 largest suppliers of the total sales of the Company represented by such salesBusiness (excluding suppliers under Programming Agreements), and (ii) the top twenty (20) suppliers and vendors to the Company (determined based on total amount the dollar value of goods or services purchased from such supplier or vendor) suppliers for the year 12 months ended December 31, 2022, and for the nine-month period ended September June 30, 2023 2024 (each, a the “Material SupplierSuppliers”), showing the total amount of purchases by the Company from each such . No Material Customer or Material Supplier during has ceased doing business with the applicable period Group Companies and the percentage none of the total amount of purchases by the Company represented by such purchases. (b) Except as set forth on Schedule 3.22(b)Group Companies has received, since January 1, 2022, there has been (i) no adverse change in the business relationship, or any material dispute, between the Company and from any Material Customer or Material Supplier, written or, to the Knowledge of Seller, oral notice (i) terminating, cancelling or not renewing, or stating the intent to terminate, cancel or not renew, such Material Customer’s or Material Supplier’s relationship with any of the Group Companies, (ii) no change indicating that such Material Customer intends to materially reduce or cease its purchase of services from the Group Companies or that such Material Supplier intends to materially reduce or cease its sale of goods or services to the Group Companies, in each case, from the levels achieved during the 12-month period ending on June 30, 2024 or (iii) indicating that it will materially and adversely alter the terms upon which it is willing to do business with the Group Companies. No Group Company is, or since the Look-Back Date has been, involved in any material term or condition of any Contract between the Company and Proceedings with 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 3.25(a) of the Disclosure Schedule 3.22(a) sets forth a complete and correct list of (i) the top twenty fifteen (2015) customers of the Company (based on the total amount of sales to such customer) for the year ended December 31, 20222021, and for the nine-month three (3)-month period ended September 30March 31, 2023 2022 (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, 20222021, and for the nine-month three (3)-month period ended September 30March 31, 2023 2022 (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 Since January 1, 2022, there has been (i) no material 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 SupplierSupplier in a manner adverse to the Company, and (iii) no written indication that any Material Customer or Material Supplier intends to materially 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 in a manner adverse to the Company. (c) Since January 1, 20202022, no Material Customer or Material Supplier has made any breach of contract, indemnification, or similar claim in writing against the Company.