Common use of Material Relationships Clause in Contracts

Material Relationships. (a) Schedule 3.20(a) sets forth a complete and accurate list of the twenty-five (25) largest customers (by revenue dollar value) of Company during (i) the twelve (12)-month period ended December 31, 2023 and (ii) the twelve (12)-month period ended December 31, 2024 (each, a “Material Customer”), which list includes the following information: (i) customer account name, and (ii) annual revenue for fiscal years 2023 and 2024. None of the Material Customers has cancelled, terminated or materially decreased its usage or purchases of the products or services with Company since December 31, 2024, or otherwise notified Company that it is (A) canceling or terminating its relationship with Company or (B) adversely modifying its relationship or its usage or purchases of the products or services with Company. Schedule 3.20(a)(i) sets forth a list of current agreements or arrangements with respect to any rebates provided to customers, each of which are currently in effect and are related solely to the Business and not the business of any Affiliates of the Company. (b) Schedule 3.20(b) sets forth a complete and accurate list of the ten (10) largest suppliers (by dollar value) of Company during (i) the twelve (12)-month period ended December 31, 2023 and (ii) the twelve (12)-month period ended December 31, 2024 (each, a “Material Vendor”), which list includes those vendors that accounted for more than five percent (5%) of the gross revenues of Company in 2023 or 2024. None of the Material Vendors has cancelled, terminated or materially and adversely modified its relationship or its provision of products or services with Company since December 31, 2024 or otherwise notified Company that it is (A) canceling or terminating its relationship with Company or (B) adversely modifying its relationship or its provision of products or services with Company.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ascent Industries Co.)

Material Relationships. (a) Schedule 3.20(a4.21(a) sets forth a complete and accurate list of the twenty-five (25) largest customers (by revenue dollar value) of Company during (i) the twelve (12)-month period ended December 31, 2023 2022 and (ii) the twelve (12)-month period ended December from January 1, 2023 through October 31, 2024 2023 (each, a “Material Customer”), which list includes the following information: (i) customer account name, and (ii) annual revenue for fiscal years year 2022, and January 1, 2023 and 2024through October 31, 2023. None of the Material Customers has cancelled, terminated or materially decreased its usage or purchases of the products or services with Company since December 31January 1, 2024, 2023 or otherwise notified Company that it is (A) canceling or terminating its relationship with Company or (B) adversely modifying its relationship or its usage or purchases of the products or services with Company. Schedule 3.20(a)(i) sets forth a list of current agreements or arrangements with respect to any rebates provided to customers, each of which are currently in effect and are related solely to the Business and not the business of any Affiliates of the Company. (b) Schedule 3.20(b4.21(b) sets forth a complete and accurate list of the ten (10) largest suppliers (by dollar value) of Company during (i) the twelve (12)-month period ended December 31, 2023 2022 and (ii) the twelve (12)-month period ended December from January 1, 2023 through October 31, 2024 2023 (each, a “Material Vendor”), which list includes those vendors that accounted for (1) more than five three percent (53%) of the gross revenues of Company in 2023 2022, or 2024(2) more than three percent (3%) of the gross revenues of the Company in the first ten (10) months of 2023. None of the Material Vendors has cancelled, terminated or materially and adversely modified its relationship or its provision of products or services with Company since December 31January 1, 2024 2023 or otherwise notified Company that it is (A) canceling or terminating its relationship with Company or (B) adversely modifying its relationship or its provision of products or services with Company.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ascent Industries Co.)

Material Relationships. (a) Schedule 3.20(a) sets forth a complete and accurate list of the twenty-five ten (2510) largest customers (by revenue dollar value) of Company during with respect to the Business (i) the twelve (12)-month period ended December 31, 2023 and (ii) during the twelve (12)-month period ended December 31, 2024 and (ii) the period from January 1, 2025 through March 31, 2025 (each, a “Material Customer”), which list includes the following information: (i) customer account name, and (ii) annual revenue for fiscal years 2023 year 2024, and 2024January 1, 2025 through March 31, 2025. None of the Material Customers has cancelled, terminated or materially decreased its usage or purchases of the products or services with Company or Parent since December 31January 1, 2024, 2025 or otherwise notified Company or Parent that it is (A) canceling or terminating its relationship with Company the Business or (B) adversely modifying its relationship or its usage or purchases of the products or services with Company. Schedule 3.20(a)(i) sets forth a list of current agreements or arrangements with respect to any rebates provided to customers, each of which are currently in effect and are related solely to the Business and not the business of any Affiliates of the CompanyBusiness. (b) Schedule 3.20(b) sets forth a complete and accurate list of the ten (10) largest suppliers (by dollar value) of Company during with respect to the Business (i) the twelve (12)-month period ended December 31, 2023 and (ii) during the twelve (12)-month period ended December 31, 2024 and (ii) the period from January 1, 2025 through March 31, 2025 (each, a “Material Vendor”), which list includes those vendors that accounted for more than five three percent (53%) of the gross revenues of Company in 2023 or 2024. None of the Material Vendors has cancelled, terminated or materially and adversely modified its relationship or its provision of products or services with Company or Parent since December 31January 1, 2024 2025 or otherwise notified Company or Parent that it is (A) canceling or terminating its relationship with Company the Business or (B) adversely modifying its relationship or its provision of products or services with Companythe Business.

Appears in 1 contract

Sources: Asset Purchase Agreement (Ascent Industries Co.)