Common use of Material Customers and Material Suppliers Clause in Contracts

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 4.19(a)(i5.23(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 sales to such customers) for the 12-month period ended December October 31, 2018 2017 (the “Company Material Customers”). Except as set forth on Section 4.19(a)(ii5.23(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 arrangements, or materially reduced its business in the aggregate, with the Company or any Company Subsidiary Group Companies, or, to the Knowledge of the Company, made any threat to any of the Company or any Company Subsidiary Group Companies to cancel or otherwise terminate any of its Contracts or arrangements or materially reduce its business in the aggregate with any of the Company or any Company Subsidiary (Group Companies. In the 12 months preceding the Closing Date, other than changes to pricing and quantity of products and services which are currently permitted by in the Ordinary Course, the Group Companies have not initiated any rebate, discount, advance sale programs, volume discounts or other similar programs or arrangements with such Company any of its Material Customer)Customers in any material respect. (b) Section 4.19(b)(i5.23(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 October 31, 2018 2017 (the “Company Material Suppliers”). Except as set forth on Section 4.19(b)(ii5.23(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 SubsidiaryGroup Companies, or, to the Knowledge of the Company, made any threat to the Company or any Company Subsidiary Group Companies to cancel or otherwise terminate any of its contracts or arrangements with, or materially reduce its supply to, the Company and the Company SubsidiariesGroup Companies.

Material Customers and Material Suppliers. (a) Section 4.19(a)(i3.21(a) of the Company Disclosure Letter Schedule sets forth a list of the top ten fifteen (1015) largest customers of the Company and the Company Subsidiaries collectively (based on the dollar amount of revenue from such customers) Group for the 12-month period year ended December 31, 2018 2022 and the eight-month period ending August 31, 2023 (the “Company Material Customers”), including, for each such customer, the aggregate payments from and to such Person by the Company Group during such periods. Except as set forth on Section 4.19(a)(ii3.21(a) of the Company Disclosure LetterSchedule, no such Company (i) all Material Customer has, during Customers continue to be customers of the last 12 months, cancelled or terminated any Business and none of its Contracts or arrangements or materially reduced its business in the aggregate, with Sellers and the Company or any Company Subsidiary Group has received written or, to the Knowledge of the CompanyCompany Group, made other notice that any threat to the Company or any Company Subsidiary to cancel or otherwise terminate any of its Contracts or arrangements Material Customer is terminating or materially reduce and adversely altering its business in the aggregate relationship with the Company Group or any the Business, (ii) no Material Customer has modified or provided written or, to the Knowledge of the Company Subsidiary (Group, other than changes notice of an intention to modify the terms or pricing and quantity of products and services which are currently permitted by the arrangements with such Company Material Customer)’s agreement or business with the Company Group or the Business and no Material Customer has terminated, not renewed or materially and adversely altered its relationship with the Company Group or the Business or has threatened to do so, and (iii) the Company Group is not involved in any claim, dispute or controversy with any Material Customer. (b) Section 4.19(b)(i3.21(b) of the Company Disclosure Letter Schedule sets forth the top ten (10) suppliers largest suppliers, vendors or licensors of the Company and the Company Subsidiaries collectively Group (based on the dollar amount of purchases from such suppliers, vendors or licensor) for the 12-month period year ended December 31, 2018 2022 and the eight-month period ending August 31, 2023 (the “Company Material Suppliers”), including, for each such supplier, vendor or licensor the aggregate payments from and to such Person by the Company Group during such periods. Except as set forth on Section 4.19(b)(ii3.21(b) of the Company Disclosure Letter, Schedule (i) all Material Suppliers continue to be suppliers of the Business and no such Company Material Supplier has, during the last 12 months, cancelled or terminated any member of its contracts or arrangements, or materially reduced its business in the aggregate, with the Company or any Company Subsidiary, Group has received written or, to the Knowledge of the CompanyCompany Group, made other notice that any threat Material Supplier is terminating or materially and adversely altering its relationship with the Company Group or the Business, (ii) no Material Supplier has modified or provided written or, to the Knowledge of the Company Group, other notice of an intention to modify the terms or any pricing of such Material Supplier’s agreement or business with the Company Subsidiary to cancel or otherwise terminate any of its contracts or arrangements withGroup, or materially reduce its supply to, has agreed to a modification of the terms of pricing with the Company Group, and no Material Supplier has terminated or materially and adversely altered its relationship with the Company SubsidiariesGroup or the Business or, to the Knowledge of the Company Group, has threatened to do so, and (iii) the Company Group is not involved in any claim, dispute, or controversy with any Material Supplier.