Common use of Material Customers and Material Suppliers Clause in Contracts

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 3.19 2.24(a) of the Seller Company Disclosure Letter sets forth (i)(A) an accurate, correct and complete list of the ten largest Customers in customers of the region Company and its Subsidiaries, determined on the basis of North America and (B) the five largest Customers in sales revenues, for each of (w) the region of Latin Americacalendar years ended December 31, (x) the region of Europe2012, the Middle EastDecember 31, 2011 and December 31, 2010, and Africafor the seven month period ended July 31, (y) 2013, and sets forth the region revenue received by the Company and its Subsidiaries from each such customer during the applicable period. To the Knowledge of the People’s Republic Company, none of China, Macau, Hong Kong and Taiwan and the customers listed on Section 2.24(a) of the Company Disclosure Letter has provided notice (zwhether written or verbal) the region of Asia Pacific to the extent not included in clause Company or any of its Subsidiaries that it intends to stop or materially reduce the rate of such purchases. (y)b) Section 2.24(b) of the Company Disclosure Letter sets forth an accurate, each determined based on the dollar value correct and complete list 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 oilsthe Company and its Subsidiaries, determined on the basis of costs of items purchased, for each of the calendar years ended December 31, 2012, December 31, 2011 and December 31, 2010, and for the seven month period ended July 31, 2013, and sets forth (Bi) a general description of the ten largest suppliers of additivesraw materials, (C) the five largest suppliers of coolants supplies, merchandise 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 ordered by the Company and its Subsidiaries from each 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) supplier and (ii) the amounts paid by the Company and its Subsidiaries to each such supplier during the applicable period. To the Knowledge of the immediately preceding sentenceCompany, entered into since January 1none of the suppliers or vendors listed on Section 2.24(b) of the Company Disclosure Letter has provided notice (whether written or verbal) to the Company or any of its Subsidiaries that it will not continue to provide raw materials, 2022supplies, whichmerchandise and other goods to the Company or its Subsidiaries in a manner consistent with past practices or that it intends to stop or materially reduce the rate of such sales. (c) There is no Contract which provides that any Person will be the exclusive supplier of or distributor for the Company or any of its Subsidiaries for any particular product or product line, 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 suppliers of the intent to terminate, such Material CustomerCompany’s or Material Supplier’s relationship with any its Subsidiaries’ cabinets or critical supply chain components is the sole supplier 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 items to the Business Group Members, in each case from the levels achieved during the twelve-month period ending on May 31, 2022 Company or (z) indicating that it will materially alter the terms upon which it is willing to do business with the Business Group Membersits Subsidiaries.

Material Customers and Material Suppliers. (a) Section 3.19 4.21(a) of the Seller Disclosure Letter Schedule sets forth (i)(A) an accurate and complete list of the ten (10) 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 customers of the People’s Republic of China, Macau, Hong Kong and Taiwan and (z) Company during the region of Asia Pacific to the extent not included in clause (y), each determined based 12-month period ended on the dollar value of sales to such Customers for the 12 months ended May December 31, 2022 (collectivelydetermined on the basis of the total dollar amount of net revenues) (each, the a “Material CustomersCustomer”)) showing the dollar amount of net revenues from each such Material Customer during each such period. The Company has not received any written notice or, 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 BusinessKnowledge of the Seller, and has not had any reason to believe that any Material Customer (Di) has ceased, or will cease, to use the five largest suppliers of each of packaging and other suppliers to the Businessproducts, determined based on the dollar value of goods or services of the Company, (ii) has substantially reduced, or will substantially reduce, the use of products, goods or services of the Company, (iii) has sought, or is seeking, to reduce the price it will pay for products, goods or services of the Company, including in the case of the preceding sub-clauses (i)-(iii) after the consummation of the Proposed Transactions, or (iv) has otherwise threatened to take any action described in the preceding clauses (i)-(iii) as a result of the consummation of the Proposed Transactions. No Material Customer of the Company has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company pursuant to any Contract with the Company, other than pursuant to its normal course return policy. With respect to the products or goods that are for military use only, no Material Customer that is a military tier 1 customer purchases products or goods similar or equivalent to the products or goods purchased from such suppliers for the 12 months ended May 31, 2022, Company from a source other than the Company. (collectively, the “Material Suppliers”). Additionally, b) Section 3.19 4.21(b) of the Seller Disclosure Letter Schedule sets forth each Contract with a Customer or Supplier an accurate and complete list of the type described in clauses ten (i10) and largest suppliers to the Company during the 12-month period ended on December 31, 2022 (ii) determined on the basis of the immediately preceding sentencetotal dollar volume of purchases during such periods) (each, 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 ”) showing the Business Group and none dollar amount of the Business Group Members has received, purchases 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 each such Material Supplier intends during such period. The Company has not received any written notice nor, to materially reduce its sale the Knowledge of the Seller, has any reason to believe that, as a result of the consummation of the Proposed Transactions or otherwise, there has been any material adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any such Material Supplier will not sell raw materials, supplies, merchandise and other goods and services to the Business Group MembersCompany at any time after the Closing on terms and conditions similar to those used in its current sales to the Company, 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 subject to do business with the Business Group Membersgeneral and customary price increases.

Material Customers and Material Suppliers. Section 3.19 (a) Schedule 4.20(a) sets forth the top twenty-five (25) customers of the Seller Disclosure Letter sets forth Company (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 amount of sales to such Customers customers) for the 12 months fiscal year ended May December 31, 2022 2010 and 2011 and for the year-to-date period ending on the date of this Agreement (collectively, the “Material Customers”). Except as set forth on Schedule 4.20(a), (i) all Material Customers continue to be customers of the Company and none of such Material Customers has reduced materially its business with the Company from the levels achieved during the fiscal year ended December 31, 2011 and, the Company has not received any written or, to the Company’s Knowledge, oral notice that any such reduction will occur, (ii) no Material Customer has terminated its relationship with the Company, nor has the Company received written notice that any Material Customer intends to do so, (iii) no Material Customer has issued a request for proposal (RFP) with respect to the business that the Company is currently fulfilling, (iv) the Company is not involved in any claim, dispute or controversy with any Material Customer, and (ii)(Av) the ten largest Company is not involved in any claim, dispute or controversy with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect. (b) Schedule 4.20(b) sets forth the top twenty (20) suppliers of base oils, the Company (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 amount of goods or services purchased purchases from such suppliers suppliers) for the 12 months fiscal year ended May December 31, 2022, 2010 and 2011 and for the year-to-date period ending on the date of this Agreement (collectively, the “Material Suppliers”). AdditionallyExcept as set forth on Schedule 4.20(b), 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) all Material Suppliers continue to be suppliers 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 Company and none of such Customer or Supplier being a Material Customer or Material Supplier. No Material Customer or Material Supplier Suppliers has ceased doing reduced materially its 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 Company from the levels achieved during the twelve-month period ending on May fiscal year ended December 31, 2022 or 2011 and the Company has not received any written or, to the Company’s Knowledge, oral notice that any such reduction will occur, (zii) indicating no Material Supplier has terminated its relationship with the Company, nor has the Company received written notice that it will materially alter the terms upon which it is willing any Material Supplier intends to do business so, (iii) the Company is not involved in any claim, dispute or controversy with any Material Supplier, and (iv) the Business Group MembersCompany is not involved in any claim, dispute or controversy with any of its other suppliers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect. No supplier to the Company represents a sole source of supply for goods and services used in the conduct of the Company’s business.

Material Customers and Material Suppliers. (a) Section 3.19 4.23(a) of the Seller Company Disclosure Letter sets forth (i)(A) a list of the ten largest Customers in the region of North America Company’s and (B) the five largest Customers in each of its Subsidiaries’ top ten (w10) 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 customers as measured by the dollar value amount of sales to such Customers payments therefrom, for the 12 twelve (12) months ended May 31April 30, 2022 2021 (collectively, the “Material Customers”), and (ii)(A) showing 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 total amounts paid by each such Material Customer to the BusinessCompany or such Subsidiary during such period. During the past twelve (12) months from the date hereof, no Material Customer has (i) terminated or materially reduced its business or relationship with the Company or any of its Subsidiaries or otherwise materially and adversely modified its relationship or terms with the Company or any of its Subsidiaries or (Dii) notified the five largest suppliers Company or any of its Subsidiaries in writing or, to the Knowledge of the Company, orally of its intention to take any such action (and, to the Knowledge of the Company, no such Material Customer is contemplating such an action). (b) Section 4.23(b) of the Company Disclosure Letter sets forth a list of the Company’s and each of packaging its Subsidiaries’ top ten (10) suppliers and other suppliers vendors of goods and services to the Business, determined based on Company and its Subsidiaries (individually or in the aggregate) as measured by the dollar value amount of goods or services purchased from such suppliers purchases therefrom, for the 12 twelve (12) months ended May 31April 30, 2022, 2021 (collectively, the “Material Suppliers”), showing the total purchases by the Company and/or its Subsidiaries from each such Material Supplier, during such period. AdditionallyDuring the past twelve (12) months from the date hereof, Section 3.19 of the Seller Disclosure Letter sets forth each Contract with a Customer or no Material Supplier of the type described in clauses has (i) terminated or materially reduced its business or relationship with the Company or any of its Subsidiaries or otherwise materially and adversely modified its relationship or terms with the Company or any of its Subsidiaries or (ii) notified the Company or any of its Subsidiaries in writing, to the Knowledge of the immediately preceding sentenceCompany, entered into since January 1orally of its intention to take any such action (and, 2022, which, had it been in place during to 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 Knowledge of the Business Group Members has receivedCompany, 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 no 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 Memberscontemplating such an action).