Common use of Relationship with Customers and Suppliers Clause in Contracts

Relationship with Customers and Suppliers. Schedule 5.29 sets forth (a) a list of all of the Company’s and its Subsidiaries’ customers (together with actual net revenue received or receivable from such customers) and (b) a list of the top twenty (20) vendors (by amount actually paid or payable to such vendors) of the Company and its Subsidiaries on a consolidated basis, in each case, for the for the twelve (12)-month periods ended December 31, 2018 and December 31, 2019, and for the eight (8)-month period ended August 31, 2020. The Company and each of its Subsidiaries has used its commercially reasonable efforts to maintain good working relationships with all of the customers of the Business. Each of the Customer Contracts which have been terminated or cancelled during the past year are set forth and described on Schedule 5.29. Except as set forth on Schedule 5.29, no customer or supplier of the Company or any of its Subsidiaries (a) is, to the Knowledge of the Company or any Seller Party, subject to any restrictions, requirements or other measures imposed by any Governmental Entity related to any epidemic, pandemic, disease outbreak (including COVID-19) or other health crisis that could impact the performance of such customer’s or supplier’s obligations to the Company or any of its Subsidiaries under any Contract; or (b) has terminated or has given written notice prior to the date hereof of an intention or plan to terminate its relationship with the Company or any of its Subsidiaries or any of the Contracts, or all or a material part of the purchases or sales of products or services to or from the Company or any of its Subsidiaries historically made by such customer or supplier (or to materially reduce or change the pricing or other terms of the Contracts or its business with the Company or any of its Subsidiaries), and neither the Company nor any of the Seller Parties has Knowledge of any intention or plan by any such customer to take any of the foregoing actions. No such customer or supplier may terminate any Contract with the Company or any of its Subsidiaries or all or a material part of such purchases, by reason of the consummation of the Transactions. Except as disclosed on Schedule 5.29, (x) there is no dispute or disagreement pending or threatened in writing between the Company or any of its Subsidiaries, on the one hand, and any of its customers or suppliers, on the other, (y) no event has occurred nor any claim been asserted against the Company, any of its Subsidiaries, the Business or the Assets and (z) to the Knowledge of the Company or any Seller Party, there is no reasonable basis for any such claim. Except as set forth on Schedule 5.29, none of the Company, any of its Subsidiaries or any Seller Party has received notice of, and neither the Company nor any Seller Party has Knowledge of any basis for, any material complaint by any customer or supplier of the Company or any of its Subsidiaries.

Relationship with Customers and Suppliers. Schedule 5.29 2.22 sets forth (a) a true and correct list of all (i) the names and addresses of, and the respective primary contacts at, the material customers (i.e., top fifteen, if applicable) of each of the Company’s Leasing Business and its Subsidiaries’ customers (together with actual net revenue received or receivable from such customers) and (b) a list the Aftermarket Parts Business, in terms of sales for each of the top twenty (20) vendors (by amount actually paid or payable to such vendors) of the Company and its Subsidiaries on a consolidated basis, in each case, for the for the twelve (12)-month periods two fiscal years ended December 31, 2018 2001, and December 31, 20192002, and for the eight (8)-month five-month period ended August May 31, 2020. The Company 2003 (collectively, the "Key Customers"), setting forth the total sales to and total bookings for each such customer during each such period and (ii) the names and addresses of, and the respective primary contacts at, the material suppliers (i.e., top fifteen, if applicable) of each of its Subsidiaries has used its commercially reasonable efforts to maintain good working relationships with all the Leasing Business and the Aftermarket Parts Business, in terms of purchases for the customers of two fiscal years ended December 31, 2001, and December 31, 2002, and for the Business. Each of five-month period ended May 31, 2003 (collectively, the Customer Contracts which have been terminated or cancelled "Key Suppliers"), setting forth for each such supplier the total purchases from each such supplier during the past year are set forth and described on Schedule 5.29each such period. Except as set forth on in Schedule 5.292.22, no customer or supplier of since the Company or Balance Sheet Date, there has not been any of its Subsidiaries (a) is, material modification to the Knowledge terms of any contract with the Company Key Customers or any Seller PartyKey Suppliers, subject to any restrictions, requirements or other measures imposed by any Governmental Entity related to any epidemic, pandemic, disease outbreak (including COVID-19) or other health crisis that could impact the performance and none of such customer’s or supplier’s obligations to the Company or any of its Subsidiaries under any Contract; or (b) contracts has terminated or has given written notice prior to the date hereof of an intention or plan to terminate its relationship with the Company or any of its Subsidiaries or any of the Contracts, or all or a material part of the purchases or sales of products or services to or from the Company or any of its Subsidiaries historically made by such customer or supplier (or to materially reduce or change the pricing or other terms of the Contracts or its business with the Company or any of its Subsidiaries), and neither the Company nor any of the Seller Parties has Knowledge of any intention or plan by any such customer to take any of the foregoing actions. No such customer or supplier may terminate any Contract with the Company or any of its Subsidiaries or all or a material part of such purchases, by reason of the consummation of the Transactions. Except as disclosed on Schedule 5.29, (x) there is no dispute or disagreement pending or threatened in writing between the Company or any of its Subsidiaries, on the one hand, and any of its customers or suppliers, on the other, (y) no event has occurred nor any claim been asserted against the Company, any of its Subsidiaries, the Business or the Assets and (z) to the Knowledge of the Company or any Seller Party, there is no reasonable basis for any such claimterminated. Except as set forth on in Schedule 5.292.22, there are no ongoing discussions with any of the Key Customers or Key Suppliers in connection with any modification to the terms of any contract with the Key Customers or Key Suppliers, or in connection with any termination of such contracts. To the Knowledge of Sellers, none of the Company, Key Customers or Key Suppliers has any intention to materially modify the terms of any current contract with Sellers relating to the Business or terminate any such contract or materially adversely change its Subsidiaries business or any Seller Party has received notice of, and neither relationship with the Company nor any Seller Party has Business. To the Knowledge of any basis forSellers, any material complaint by any customer or supplier the consummation of the Company transactions contemplated by this Agreement, with or without the giving of notice or the lapse of time or both, will not result in the loss of any Key Customer or Key Supplier or adversely affect the Business's relationship with any Key Customer or Key Supplier. To the Knowledge of its SubsidiariesSellers, there is no event, condition or circumstance that has adversely affected or could reasonably be expected to adversely affect the Business's relationship with any Key Customer or Key Supplier. Sellers have provided and delivered to Buyers true and correct copies of (i) all Contracts with Key Customers and Key Suppliers and (ii) all documents, materials, correspondence, communications, summaries and notes in any way relating to any proposed material modification, termination, extension or renewal of any Contracts with Key Customers or Key Suppliers. Schedule 2.22 sets forth, with respect to each Contract with Key Customers or Key Suppliers, (w) the name of the Key Customer or Key Supplier, (x) the expiration date of such Contract, (y) the status of such Contract (whether the contract is being modified, terminated, extended or renewed) and (z) whether consent is required to assign such Contract to Buyers at Closing.

Relationship with Customers and Suppliers. Schedule 5.29 5.28 sets forth (a) a list of all of the Company’s and its Subsidiaries’ customers (together with actual net revenue received or receivable from such customers) and (b) a list of the Company’s top twenty (20) vendors (by amount actually paid or payable to such vendors) of the Company and its Subsidiaries on a consolidated basis), in each case, for the for the twelve (12)-month periods ended December 31, 2018 2016 and December 31, 20192017, and for the eight six (8)-month 6)-month period ended August 31June 30, 20202018. The Company and each of its Subsidiaries has used its commercially reasonable best efforts to maintain good working relationships with all of the customers of the Business. Each of the Customer Contracts which have been terminated or cancelled during the past year are set forth and described on Schedule 5.295.28. Except as set forth on Schedule 5.295.28, no customer or supplier of the Company or any of its Subsidiaries (a) is, to the Knowledge of the Company or any Seller Party, subject to any restrictions, requirements or other measures imposed by any Governmental Entity related to any epidemic, pandemic, disease outbreak (including COVID-19) or other health crisis that could impact the performance of such customer’s or supplier’s obligations to the Company or any of its Subsidiaries under any Contract; or (b) has terminated or has given written notice prior to the date hereof of an intention or plan to terminate its relationship with the Company or any of its Subsidiaries or any of the Contracts, or all or a material part of the purchases or sales of products or services to or from the Company or any of its Subsidiaries historically made by such customer or supplier (or to materially reduce or change the pricing or other terms of the Contracts or its business with the Company or any of its SubsidiariesCompany), and neither the Company nor any of the Seller Parties Sellers has Knowledge of any intention or plan by any such customer to take any of the foregoing actions. No such customer or supplier may terminate any Contract with the Company or any of its Subsidiaries or all or a material part of such purchases, by reason of the consummation of the Transactions. Except as disclosed on Schedule 5.295.28, (x) there is no dispute or disagreement pending or threatened in writing between the Company or any of its Subsidiaries, on the one hand, and any of its customers or suppliers, on the other, (y) no event claim has occurred nor any claim been asserted by a customer or supplier against the Company, any of its Subsidiaries, the Business or the Assets and (z) to the Knowledge of the Company or any Seller PartySeller, there is no reasonable basis for any such claim, in each case other than normal customer help desk claims. Except as set forth on Schedule 5.295.28, none of neither the Company, any of its Subsidiaries or Company nor any Seller Party has received notice of, and neither the Company nor any Seller Party has Knowledge of any basis for, any material complaint by any customer or supplier of the Company or any of its Subsidiariesother than normal customer help desk claims.

Relationship with Customers and Suppliers. Schedule 5.29 2.22 sets forth (a) a true and correct list of all (i) the names and addresses of the Company’s and its Subsidiaries’ customers (together with actual net revenue received or receivable from such customers) and (b) a list of the top twenty (20) vendors (by amount actually paid or payable to such vendors) of the Company and its Subsidiaries on a consolidated basis, in each case, for the for the twelve (12)-month periods ended December 31, 2018 and December 31, 2019, and for the eight (8)-month period ended August 31, 2020. The Company and each of its Subsidiaries has used its commercially reasonable efforts to maintain good working relationships with all of the 20 largest customers of the Business. Each Business in terms of sales for the nine-month period ended September 30, 2003 (collectively, the “Key Customers”), setting forth the total sales to each such customer during each such period and (ii) the names and addresses of the Customer Contracts which have 20 largest suppliers of Business in terms of purchases for the nine-month period ended September 30, 2003 (collectively, the “Key Suppliers”), setting forth for each such supplier the total purchases from each such supplier during each such period. Since the Interim Balance Sheet Date, there has not been terminated or cancelled during the past year are set forth and described on Schedule 5.29. Except as set forth on Schedule 5.29, no customer or supplier of the Company or any of its Subsidiaries (a) is, material modification to the Knowledge of the Company or any Seller Party, subject to any restrictions, requirements or other measures imposed by any Governmental Entity related to any epidemic, pandemic, disease outbreak (including COVID-19) or other health crisis that could impact the performance of such customer’s or supplier’s obligations to the Company or any of its Subsidiaries under any Contract; or (b) has terminated or has given written notice prior to the date hereof of an intention or plan to terminate its relationship with the Company or any of its Subsidiaries or any of the Contracts, or all or a material part of the purchases or sales of products or services to or from the Company or any of its Subsidiaries historically made by such customer or supplier (or to materially reduce or change the pricing or other terms of the Contracts or its business with the Company or any of its Subsidiaries), and neither the Company nor any of the Seller Parties has Knowledge of any intention or plan by any such customer to take any of the foregoing actions. No such customer or supplier may terminate any Contract with the Company Key Customers or Key Suppliers, and none of such Contracts has been terminated. There are no ongoing discussions with any of its Subsidiaries the Key Customers or all Key Suppliers in connection with any such modification to the terms of any Contract with the Key Customers or a material part Key Suppliers, or in connection with any termination of such purchasesContracts. To Seller’s Knowledge, by reason no Key Customer or Key Supplier has informed Seller in writing it intends to take any action to materially modify the terms of any current Contract with Seller relating to the Business or terminate any such Contract or materially adversely change its business or relationship with the Business as a result of the consummation Transaction. Seller has made available to Purchaser true and correct copies of (i) all Contracts with Key Customers and Key Suppliers and (ii) all draft agreements, correspondence and written communications in any way relating to any currently proposed material modification, termination, extension or renewal of any Contracts with Key Customers or Key Suppliers. Schedule 2.22 sets forth, with respect to each Contract with Key Customers or Key Suppliers, (w) the name of the Transactions. Except as disclosed on Schedule 5.29Key Customer or Key Supplier, (x) there is no dispute or disagreement pending or threatened in writing between the Company or any expiration date of its Subsidiaries, on the one hand, and any of its customers or suppliers, on the othersuch Contract, (y) no event has occurred nor any claim been asserted against the Companystatus of such Contract (whether the contract is being modified, any of its Subsidiariesterminated, the Business extended or the Assets renewed) and (z) whether consent is required to the Knowledge of the Company or any Seller Party, there is no reasonable basis for any assign such claim. Except as set forth on Schedule 5.29, none of the Company, any of its Subsidiaries or any Seller Party has received notice of, and neither the Company nor any Seller Party has Knowledge of any basis for, any material complaint by any customer or supplier of the Company or any of its SubsidiariesContract to Purchaser at Closing.