Common use of Material Customers; Material Vendors Clause in Contracts

Material Customers; Material Vendors. (a) Section 5.12(a) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement of the 20 largest customers (each, a “Material Customer”) of the Company and its Subsidiaries, taken as a whole, based on revenue recognized from such customers during the period commencing on October 1, 2019 and through November 30, 2020 (the “Material Customer/Vendor Measurement Period”), showing the aggregate amount of revenue recognized from such Material Customer during such period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Customer. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or reduce purchases from the Company or any of its Subsidiaries. (b) Section 5.12(b) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement of the 20 largest vendors (each, a “Material Vendor”) of the Company and its Subsidiaries, taken as a whole, based on amounts paid by the Company and its Subsidiaries to such vendor (excluding any offsets) during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Vendor. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or reduce its provision of goods or services to the Company and its Subsidiaries.

Material Customers; Material Vendors. (a) Section 5.12(a4.20(a) of the Company Disclosure Letter sets forth a correct and complete list as each of the date of this Agreement of the 20 ten (10) largest customers (each, a “Material Customer”) of the Company and its SubsidiariesAcquired Companies, taken as a whole, based on the revenue recognized generated from such customers customer during the period commencing on October 1financial year ended December 31, 2019 2022, and through November 30during the three (3) months ended March 31, 2020 (the “Material Customer/Vendor Measurement Period”)2023, showing the aggregate amount of revenue recognized from generated by each such Material Customer during each such period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Customer. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Acquired Companies, taken as a Material Adverse Effectwhole, as of during the past twelve (12) months prior to the date hereof, neither no Acquired Company has been, or is currently, engaged in any Proceeding with any Material Customer. As of the date of this Agreement, except as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole, no Acquired Company nor any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or reduce purchases from the Company or any of its SubsidiariesAcquired Companies. (b) Section 5.12(b4.20(b) of the Company Disclosure Letter sets forth a correct and complete list as each of the date of this Agreement of the 20 ten (10) largest vendors or suppliers (each, a “Material Vendor”) of the Company and its SubsidiariesAcquired Companies, taken as a whole, based on the amounts paid to such vendors or suppliers by the Company Acquired Companies during the financial year ended December 31, 2022, and its Subsidiaries during the three (3) months ended March 31, 2023, showing aggregate amount paid to each such vendor Material Vendor through the Company’s accounts payable group (excluding any offsets) during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has been engaged in any material dispute with any Material Vendoreach such period. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Acquired Companies, taken as a Material Adverse Effectwhole, as of during the past twelve (12) months prior to the date hereof, neither no Acquired Company has been, or is currently, engaged in any Proceeding with any Material Vendor. As of the date of this Agreement, except as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole, no Acquired Company nor any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or reduce its provision of goods or services to the Company and its SubsidiariesAcquired Companies.

Material Customers; Material Vendors. (a) Section 5.12(aPart 3.27(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list as of the date of this Agreement of the 20 10 largest customers (each, a “Material Customer”) of the Company and its SubsidiariesAcquired Companies, taken as a whole, based on revenue recognized aggregate gross bookings from such customers during the period commencing on October 1, 2019 and through November 12 months ended June 30, 2020 (the “Material Customer/Vendor Measurement Period”), showing the aggregate amount of revenue recognized gross bookings from each such Material Customer during each such period. During Except as would not, individually or in the period from January 1aggregate, 2020 through be material to the Acquired Companies (taken as a whole), during the past 12 months prior to the date of this Agreementhereof, neither the no Acquired Company nor any of its Subsidiaries has been been, or is currently, engaged in any material dispute Legal Proceeding with any Material Customer. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Acquired Companies (taken as a Material Adverse Effectwhole), as of the date hereof, neither the no Acquired Company nor any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or materially reduce purchases from the Company or any of its SubsidiariesAcquired Companies. (b) Section 5.12(bPart 3.27(b) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list as of the date of this Agreement of Material Vendors. Except as would not, individually or in the 20 largest vendors aggregate, be material to the Acquired Companies (each, a “Material Vendor”) of the Company and its Subsidiaries, taken as a whole), based on amounts paid by the Company and its Subsidiaries to such vendor (excluding any offsets) during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through past 12 months prior to the date of this Agreementhereof, neither the no Acquired Company nor any of its Subsidiaries has been been, or is currently, engaged in any material dispute Legal Proceeding with any Material Vendor. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Acquired Companies (taken as a Material Adverse Effectwhole), as of the date hereof, neither the no Acquired Company nor any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or materially reduce its provision of goods or services to the Company and its SubsidiariesAcquired Companies.

Material Customers; Material Vendors. (a) Section 5.12(a3.23(a) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list as of the date of this Agreement of the 20 10 largest customers (each, a “Material Customer”) of the Company and its Subsidiaries, taken as a whole, based on revenue recognized aggregate gross bookings from such customers during the period commencing on October 112 months ended December 31, 2019 and through November 30, 2020 (the “Material Customer/Vendor Measurement Period”)2021, showing the aggregate amount of revenue recognized gross bookings from each such Material Customer during each such period. During Except as would not, individually or in the period from January 1aggregate, 2020 through be material to the Company and its Subsidiaries (taken as a whole), during the past 12 months prior to the date hereof, none of this Agreement, neither the Company nor or any of its Subsidiaries has been been, or is currently, engaged in any material dispute Legal Proceeding with any Material Customer. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and its Subsidiaries (taken as a Material Adverse Effectwhole), as none of the date hereof, neither the Company nor or any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or materially reduce purchases from the Company or any of its Subsidiaries. (b) Section 5.12(b3.23(b) of the Company Disclosure Letter Schedule sets forth a true, correct and complete list as of the date of this Agreement of the 20 10 largest vendors (each, a “Material Vendor”) of the Company and its Subsidiaries, taken as a whole, based on amounts paid by aggregate expenditure during the 12 months ended December 31, 2021, showing the aggregate payments to each such Material Vendor during each such period. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries to such vendor (excluding any offsets) taken as a whole), during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through past 12 months prior to the date hereof, none of this Agreement, neither the Company nor or any of its Subsidiaries has been been, or is currently, engaged in any material dispute Legal Proceeding with any Material Vendor. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and its Subsidiaries (taken as a Material Adverse Effectwhole), as none of the date hereof, neither the Company nor or any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or materially reduce its provision of goods or services to the Company and or any of its Subsidiaries.

Material Customers; Material Vendors. (a) Section 5.12(a3.14(a) of the Company Seller Disclosure Letter Schedule sets forth a correct and complete list as the name of each of the date of this Agreement 10 largest customers of the 20 largest customers Company by revenue for (eachi) the calendar year ended December 31, 2021 (each a “Material Customer”) of the Company and its Subsidiaries, taken as a whole, based on revenue recognized from such customers during the period commencing on October 1, 2019 and through November 30, 2020 (the “Material Customer/Vendor Measurement Period”), showing along with the aggregate amount of revenue recognized earned from such each Material Customer during such time period, and (ii) the name of any new customers between December 31, 2021 and the Signing Date. During Except as set forth in Section 3.14(a) of the period from January 1Seller Disclosure Schedule, 2020 through between December 31, 2021 and the date of this AgreementSigning Date, neither no Material Customer has cancelled or otherwise terminated its relationship with the Company nor or has materially decreased its usage or purchase of the services or Products of the Company. Except as set forth in Section 3.14(a) of the Seller Disclosure Schedule and as of the Signing Date, no Material Customer has given the Company written notice of any plan or intention to terminate, cancel or otherwise materially and adversely modify its relationship with the Company or to decrease materially or limit its usage, purchase or distribution of its Subsidiaries the services or Products of the Company, and, to the Knowledge of Seller, no Material Customer has been engaged in expressed any material dispute dissatisfaction with respect to the Company or their services or Products. As of the Signing Date, the Company does not have any outstanding material disputes with any Material Customer. Except Customer except as would not reasonably be expected relating to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Customer expressly stating any intention or threat to terminate or reduce purchases from the Company or any of its SubsidiariesCenntro Products. (b) Section 5.12(b3.14(b) of the Company Seller Disclosure Letter Schedule sets forth a correct and complete list as the name of the date of this Agreement of the 20 10 largest vendors or suppliers to the Company by cost of goods and services purchased for (eachi) the fiscal year ended December 31, 2021 (each a “Material Vendor”), along with the cost of goods and services purchased from each Material Vendor during such time periods. Except as set forth in Section 3.14(b) of the Company Seller Disclosure Schedule, since December 31, 2021 and as of the Signing Date, no Material Vendor has cancelled or otherwise terminated its Subsidiaries, taken as a whole, based on amounts paid by relationship with the Company or has materially decreased its provision of services or products to the Company. Except as set forth in Section 3.14(b) of the Seller Disclosure Schedule and as of the Signing Date, no Material Vendor has given the written notice of any plan or intention to terminate, cancel or otherwise materially and adversely modify its Subsidiaries to such vendor (excluding any offsets) during the Material Customer/Vendor Measurement Period. During the period from January 1, 2020 through the date of this Agreement, neither relationship with the Company nor any or to decrease materially or limit its provision or distribution of its Subsidiaries services or products to the Company, and, to the Knowledge of Seller, no Material Vendor has been engaged in expressed any material dispute dissatisfaction with respect to the Company. As of the Signing Date, the Company does not have any outstanding material disputes with any Material Vendor. Except Vendor except as would not reasonably be expected relating to have, individually or in the aggregate, a Material Adverse Effect, as of the date hereof, neither the Company nor any of its Subsidiaries has received any written notice from any Material Vendor expressly stating any intention or threat to terminate or reduce its provision of goods or services to the Company and its SubsidiariesCenntro Products.