Common use of Material Customers Clause in Contracts

Material Customers. (a) Section 3.23(a) of the Seller Disclosure Schedule sets forth the top ten (10) customers of the Company (the “Material Customers”) based on consolidated gross revenue per customer for the twelve (12) months ended December 31, 2024. Since January 1, 2025, the Company, has not received any written or to the Knowledge of the Seller Group oral notice from any Material Customer to the effect that such Material Customer (i) has stopped, or will stop, use of the products, goods or services of the Company, (ii) have materially decreased, or will materially decrease, use of the products, goods or services of the Company, or (iii) has sought, or is seeking, to materially change the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services of the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller Group, no Material Customer has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Material Customer has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant to the Company’s normal course credit or refund policies. (b) Except as set forth on Section 3.23(b) of the Seller Disclosure Schedule, no Material Customer has indicated in writing or, to the Knowledge of the Seller Group, otherwise provided notice to the effect that, and the Seller Group has no Knowledge that, any such Material Customer intends to cease being a customer of the Company or intends to decrease the rate of, or change the terms with respect to, buying products and services from the Company (whether as a result of the consummation of the transactions contemplated hereby or otherwise).

Material Customers. (a) Section 3.23(a) 5.18 of the Seller Disclosure Schedule sets forth a list of the top ten (10) customers of the Company Business by dollar volume of revenues for each of (a) the fiscal year ended December 31, 2024, and (b) the fiscal year ended December 31, 2023, as well as the corresponding dollar volumes for such periods (collectively, the “Material Customers”) based ). Except as set forth on consolidated gross revenue per customer for Section 5.17 of the twelve (12) months ended December 31, 2024. Since January 1, 2025Seller Disclosure Schedule, the Companyrelationships of the Business with the Material Customers are good commercial working relationships and, in the last three (3) years, no Seller or any Purchased Entity has not received any written or to the Knowledge of the Seller Group oral notice from any a Material Customer to the effect stating that such Material Customer (i) has stoppedintends to stop, materially decrease the rate of, or will stop, use of the products, goods or services of the Company, (ii) have materially decreased, or will materially decrease, use of the products, goods or services of the Company, or (iii) has sought, or is seeking, to materially change (in a manner adverse to the Business) the terms (whether related to payment, timing of payment, price or otherwise) with respect to purchasing materials, products or services of from the Company (Business, whether as a result of the consummation of the transactions contemplated hereby or otherwise). To the Knowledge of the Seller Group, no Material Customer has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement. No Agreement or otherwise, nor during the last twelve (12) months has any Material Customer has any right to any credit or refund for products or goods sold or services rendered or to be rendered by the Company other than pursuant cancelled, materially modified (in a manner adverse to the Company’s normal course credit Business), or refund policies. otherwise terminated (b) Except as set forth on Section 3.23(b) of the Seller Disclosure Schedule, no Material Customer has indicated or threatened in writing or, (or to the Knowledge of Sellers, orally) to do the Seller Groupsame) its relationship with the Business or materially decreased its purchases of services, otherwise provided notice supplies or materials to the effect thatBusiness. As of the date hereof and excluding matters arising out of or relating to the Bankruptcy Cases, there are no disputes between any Seller (or any Purchased Entity or the Business) on the one hand, and any Material Customer, on the Seller Group has no Knowledge thatother hand that would reasonably be expected to be material to the Business, any such Material Customer intends to cease being a customer of the Company or intends to decrease the rate of, or change the terms with respect to, buying products and services from the Company (whether taken as a result of the consummation of the transactions contemplated hereby or otherwise)whole.