Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.24(a) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a correct list of the customers of the Company and complete its Subsidiaries who, in either (i) the fiscal year ended December 31, 2014 was and/or (ii) the fiscal year ending December 31, 2015 is projected to be, one of the twenty (20) largest customers of Company Products based on amounts paid or payable, as applicable, to the Company or its Subsidiaries by such customers during such period (each, a “Significant Company Customer”). As of the date of this Agreement, neither the Company nor any of its Subsidiaries is party to any pending Action concerning any Company Products with any Significant Company Customer. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, any other notice, from any Significant Company Customer that such Significant Company Customer intends to terminate or materially modify, in either case, whether prior to or following the Closing, any existing Contract with the Company or any of its Subsidiaries. (b) Section 3.24(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid by the Company and its Subsidiaries to such supplier during such periodsthe fiscal year ended December 31, 2014 (each, a “Significant Company Supplier”). There are no outstanding disputes with As of the date of this Agreement, neither the Company nor any of such suppliers or customers. (b) Since June 1, 2015, none its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Company Supplier. As of the suppliers listed on Section 3.22 date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, or to the Knowledge of the Disclosure Schedule has indicated Company, any other notice, from any Significant Company Supplier that it shall stop, such Significant Company Supplier intends to terminate or materially decrease modify, in either case, whether prior to or following the rate ofClosing, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship any existing Contract with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Except as set forth in Section 3.22 4.23(a) of the Company Disclosure Schedule sets forth Schedule, neither the Company nor any Subsidiary has received notice from any customer, or group of customers that are under common ownership or control, that (i) accounted for at least $250,000 (or with respect to any customer, or group of customers that are under common ownership or control, that is a correct and complete list party to any Costs of Services Contract, $1,000,000) of the ten aggregate products and services furnished by the Company and the Subsidiaries in fiscal year 2002 or (10ii) largest suppliers that is expected to account for at least $250,000 (by dollar volumeor with respect to any customer, or group of customers that are under common ownership or control, that is a party to any Costs of Services Contract, $1,000,000) of the aggregate products and services to be furnished by the Company and the Subsidiaries in fiscal year 2003, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has materially reduced or will materially reduce purchases of, or has sought or is seeking to materially reduce the price it will pay for, the Company's or a Subsidiary's products or services, nor has the Company or a Subsidiary received notice from any supplier, or group of suppliers that are under common ownership or control, that (x) accounted for at least $250,000 (or with respect to any supplier, or group of suppliers that are under common ownership or control, that is a party to any Costs of Services Contract, $1,000,000) of the aggregate goods and services purchased by the Company in fiscal year 2002 or (y) that is expected to account for at least $250,000 (or with respect to any supplier, or group of suppliers that are under common ownership or control, that is a party to any Costs of Services Contract, $1,000,000) of the aggregate goods and services purchased by the Company and the Subsidiaries in fiscal year 2003, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to the Company and its SubsidiariesCompany, and or has materially reduced or will materially reduce the ten (10) largest customers (by dollar volume) of supply of, or has sought or is seeking to materially increase the price it charges for, goods or services supplied to the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customersa Subsidiary. (b) Since June 1, 2015, none Except as set forth in Section 4.23(b) of the suppliers listed on Section 3.22 of the Company Disclosure Schedule has indicated that it shall stopSchedule, or materially decrease the rate ofand except for requests for call detail records for billing purposes, supplying materials, products or services to neither the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has Subsidiaries is currently involved in any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopdispute with, or materially decrease the rate ofhas received any notice of an intention to dispute from, supplying products or services to has received any request for audit, accounting or review from, any Person (including a group of Persons that are under common ownership or control) with whom the Company or its any of the Subsidiaries does business (i) which involves an aggregate amount in excess of $250,000 in fiscal year 2002 or otherwise materially change the terms (ii) is expected to involve an aggregate amount in excess of its relationship with $250,000 in fiscal year 2003, relating to any transactions or commitments made, or any contracts or agreements entered into, by the Company or its Subsidiaries afterany Subsidiary, or as a result ofon one hand, and such Person, on the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierother hand. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Except as set forth in Section 3.32 in the Company Disclosure Letter: (a) Section 3.22 As of the Disclosure Schedule sets forth a correct and complete list of the ten date hereof, neither (10i) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) nor any Subsidiary of the Company and its Subsidiaries each during has received written notice from any customer, or group of customers that, to the four (4) months ended September 30, 2015. Section 3.22 Knowledge of the Disclosure Schedule also sets forthCompany, are under common ownership or control, that (A) accounted for each such supplier and customer, at least $500,000 of the aggregate payments from products and to such Person services furnished by the Company and its the Subsidiaries during of the Company in the fiscal year ended December 31, 2009, or (B) is expected, to the Knowledge of the Company, to account for at least $500,000 of the aggregate products and services to be furnished by the Company and the Subsidiaries of the Company in the fiscal year ending December 31, 2010, in each case, that such periods. There are no outstanding disputes with customer (or such group of customers) has stopped or intends to stop purchasing, or has materially reduced or shall materially reduce purchases of, or has sought or is seeking to materially reduce the price it shall pay for, the products or services of the Company or the Subsidiaries of the Company, nor (ii) has the Company or any of such suppliers or customers. (b) Since June 1, 2015, none the Subsidiaries of the Company received written notice from any supplier, or group of suppliers listed on Section 3.22 that, to the Knowledge of the Disclosure Schedule has indicated Company, are under common ownership or control, that it shall stop(A) accounted for at least $500,000 of the aggregate goods and services purchased by the Company or any Subsidiary of the Company in the fiscal year ended December 31, 2009, or materially decrease (B) is expected, to the rate ofKnowledge of the Company, supplying materialsto account for at least $500,000 of the aggregate goods and services purchased by the Company and the Subsidiaries of the Company in the fiscal year ending December 31, products 2010, in each case, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to the Company or its Subsidiaries, or otherwise materially change the terms any Subsidiary of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of or has materially reduced or shall materially reduce the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopsupply of, or has sought or is seeking to materially decrease increase the rate ofprice it charges for, supplying products goods or services supplied to the Company or its Subsidiaries any Subsidiary of the Company. (b) Except for requests for call detail records for billing purposes, as of the date hereof, neither the Company nor any Subsidiary of the Company is involved in any dispute with, or otherwise materially change has received any written notice of an intention to dispute from, or has received any request for audit, accounting or review from, in each case, involving an amount in excess of $500,000, any Person (including a group of Persons that, to the terms Knowledge of its relationship the Company, are under common ownership or control) with whom the Company or its Subsidiaries afterany Subsidiary of the Company does business, (i) with respect to any customer, or group of customers that are under common ownership or control, which involves an aggregate amount in excess of $500,000 as a result ofof the date hereof, the consummation or (ii) with respect to any supplier, or group of suppliers that are under common ownership or control, which involves an aggregate amount in excess of $500,000 relating to any transactions contemplated or commitments made, or any contracts or agreements entered into, by this Agreement the Company or that any such supplier is threatened with bankruptcy or insolvency. Neither Subsidiary of the Company, nor any of its Subsidiarieson one hand, nor any of and such Person, on the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierother hand. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Schedule 2.24 sets forth (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the Company’s top twenty (20) customers (on a consolidated basis) (by gross revenues generated from sales and services provided to such customers) (collectively, the “Material Customers”) and (b) a list of the Company’s top ten (10) largest suppliers (on a consolidated basis) (by dollar volume) aggregate cost of products or and/or services to purchased from such suppliers) (collectively, the Company “Material Suppliers”), for the fiscal year ended December 31, 2022 and its Subsidiaries, and for the ten nine (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months 9)-month period ended September 30, 20152023. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the The Company and or its Subsidiaries during has not received any written notice from any such periods. There are no outstanding disputes with customer to the effect that, and neither the Company, its Subsidiaries nor Seller has any of Knowledge that, any such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall customer will stop, or materially decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, buying products and/or services from the Company or its Subsidiaries (whether as a result of the consummation of the Contemplated Transactions or otherwise). The Company or its Subsidiaries has not received any written notice from any such supplier to the effect that, and neither the Company, its Subsidiaries nor Seller has any Knowledge that, any such supplier will stop, decrease the rate of, or change the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any Subsidiaries (whether as a result of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 consummation of the Disclosure Schedule will stop, Contemplated Transactions or materially decrease the rate of, supplying otherwise). There are no suppliers of products or services to the Company or its Subsidiaries or otherwise materially change that are material to the Business with respect to which practical alternative sources of supply are not generally available on comparable terms of its relationship with and conditions in the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliermarketplace. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Other than with respect to the BBGS Business, Section 3.22 3.26(a) of the Company Disclosure Schedule Letter sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries that have paid to the Company or any of its Subsidiaries at least $5,000,000 (each, a “Material Customer”” and each during Contract pursuant to which such customer paid those amounts to the four (4Company or Subsidiary, a “Material Customer Agreement”) months ended September 30, 2015. Section 3.22 and a list of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by customers of the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services have paid to the Company or its Subsidiaries, or otherwise materially change the terms any of its relationship Subsidiaries at least $1,500,000 but less than $5,000,000 (each, a “Significant Customer” and each Contract pursuant to which such Significant Customer paid those amounts to the Company or Subsidiary, a “Significant Customer Agreement”), in each case during the fiscal year ended March 31, 2018. As of the date hereof, neither the Company nor any of its Subsidiaries has, within 6 months prior to the date hereof, received any written notice from any Material Customer or Significant Customer that such customer shall not continue as a customer of the Company or that such customer intends to terminate or materially modify existing Material Customer Agreements or Significant Customer Agreements, as applicable, with the Company or its Subsidiaries. (b) Other than with respect to the BBGS Business, Section 3.26(b) of the Company Disclosure Letter sets forth a list of the suppliers and vendors of the Company and its Subsidiaries with whom the Company and its Subsidiaries have spent at least $5,000,000 (each, a “Material Supplier” and each Contract pursuant to which the Company or its Subsidiary paid those amounts to the applicable Material Supplier, a “Material Supplier Agreement”) and a list of the suppliers and vendors of the Company and its Subsidiaries with whom the Company and its Subsidiaries have spent at least $1,500,000 but less than $5,000,000 (each, a “Significant Supplier” and each Contract pursuant to which the Company or its Subsidiary paid those amounts to such Significant Supplier, a “Significant Supplier Agreement”), in each case during the fiscal year ended March 31, 2018. Neither As of the Companydate hereof, neither the Company nor any of its SubsidiariesSubsidiaries has, nor within 6 months prior to the date hereof, received any of the Seller Parties has written notice from any reason to believe Material Supplier or Significant Supplier that any such supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services shall not continue as a supplier to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy intends to terminate or insolvency. Neither the Companyadversely modify existing Material Supplier Agreements or Significant Supplier Agreements, nor any of its Subsidiariesas applicable, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.19(a) of the Company Disclosure Schedule sets forth is a complete and correct and complete list of the ten twenty (1020) largest suppliers to the Company, and its Subsidiaries by aggregate dollar value of purchases during each of the most recently completed fiscal year and the five-month period ended May 31, 2007. Since January 1, 2007, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no such supplier has canceled or otherwise terminated or materially and adversely modified, or to the Knowledge of the Company, threatened to cancel or otherwise terminate or materially and adversely modify, its relationship with the Company or any of its Subsidiaries. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any notice that any such supplier intends to cancel or otherwise terminate or materially and adversely modify its relationship with the Company or any of its Subsidiaries on account of the Transactions or otherwise, except for such modifications or terminations as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (by dollar volumeb) Section 3.19(b) of products or services to the Company Disclosure Schedule is a complete and its Subsidiaries, and correct list of the ten twenty (1020) largest customers (by dollar volume) of the Company and its Subsidiaries by aggregate dollar value of sales during each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forthmost recently completed fiscal year and the five-month period ended May 31, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods2007. There are no outstanding disputes with any of such suppliers or customers. (b) Since June January 1, 20152007, none except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, no such customer has canceled or otherwise terminated or materially and adversely modified, or to the Knowledge of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopCompany, threatened in writing to cancel or otherwise terminate or materially decrease the rate ofand adversely modify, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or any of its Subsidiaries. Neither To the Company, Knowledge of the Company neither the Company nor any of its Subsidiaries, nor Subsidiaries has received any of the Seller Parties has any reason to believe notice that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, such customer intends to cancel or otherwise terminate or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of and adversely modify its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any Subsidiaries on account of the Seller Parties know of any factTransactions or otherwise, condition except for such modifications or event which terminations as would adversely affect not reasonably be expected, individually or in the relationship of the Company or its Subsidiaries with any such supplieraggregate, to have a Material Adverse Effect. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning the Company Products with any customer or distributor who, in the period between April 1, 2009 through March 31, 2010, was one of the fifteen (15) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (each, a "Significant Customer"). Each Significant Customer, as well as the total sales to each such Significant Customer by the Company and its Subsidiaries since April 1, 2009 through March 31, 2010, is listed on ‎Section 4.24(a) of the Company Disclosure Schedule sets forth a correct and complete list Schedule. Neither the Company nor its Subsidiaries have received any written, or to the Company's Knowledge, oral notice from any Significant Customer that such customer intends to terminate, or materially modify existing Contracts with the Company or materially reduce the volume of its business with the Company. (b) Neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in the period between April 1, 2009 through March 31, 2010, was one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and based on amounts paid or payable (each, a "Significant Supplier"). Each Significant Supplier, as well as the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for total payments to each such supplier and customer, the aggregate payments from and to such Person Significant Supplier by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June since April 1, 20152009 through March 31, none 2010, is listed on ‎Section 4.24(b) of the suppliers listed on Section 3.22 of the Company Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its SubsidiariesSchedule. Neither the Company, Company nor any of its Subsidiaries, nor Subsidiaries has received any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopwritten, or materially decrease the rate of, supplying products or services to the Company Company's Knowledge, oral notice from any Significant Supplier that such supplier intends to terminate or its Subsidiaries or otherwise materially change the terms of its relationship modify existing Contracts with the Company (or the Surviving Corporation) or materially reduce the volume of its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened business with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from Neither the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its SubsidiariesSubsidiaries is in deviation from timely performance of any delivery and/or payment obligation, has as the case may be, under any reason Contract with a Significant Customer or Significant Supplier with respect to believe that any customer listed on Section 3.22 of which the Disclosure Schedule will stop, Significant Customer or materially decrease the rate of, buying products or services from Significant Supplier provided written notice to the Company that it is entitled to any liquidated damages or its Subsidiaries other monetary penalty that exceeds, in the aggregate for such Significant Customer or otherwise materially change the terms of its relationship with the Company or its Subsidiaries afterSignificant Supplier, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerUS$100,000.

Customers and Suppliers. (a) Section 3.22 3.14(a) of the Disclosure Schedule Schedules sets forth a correct and complete list of (i) each customer who has paid or incurred an obligation to pay an amount greater than or equal to Five Thousand United States Dollars ($5,000) in the ten (10) largest suppliers (by dollar volume) of products or services aggregate to the Company and or any of its Subsidiaries, and the ten (10) largest customers (by dollar volume) Subsidiaries for goods or services rendered for any of the Company three (3) most recent fiscal years (the “Material Customers”) and its Subsidiaries (ii) the amount of consideration paid by each during the four Material Customer in excess of Twenty Five Thousand United States Dollars (4$25,000) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with Neither the Company nor any of its Subsidiaries have received any written notice or, to the Company’s Knowledge, oral notice that any of its Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the Company or any of its Subsidiaries or to terminate or reduce its customer relationship with the Company or any of its Subsidiaries, other than Material Customers party to Contracts due to expire pursuant to the terms of such suppliers or customersagreements. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 3.14(b) of the Disclosure Schedule Schedules sets forth (i) each supplier to whom the Company or any of its Subsidiaries has indicated paid or incurred an obligation to pay consideration for goods or services rendered in an amount greater than or equal to Five Thousand United States Dollars ($5,000) in the aggregate for either of the three (3) most recent fiscal years (collectively, the “Material Suppliers”) and (ii) the amount of purchases in excess of Twenty Five Thousand United States Dollars ($25,000) from each Material Supplier during such periods. Neither the Company nor any Subsidiary has received any written notice or, to the Company’s Knowledge, oral notice that it shall stopany of its Material Suppliers has ceased, or materially decrease the rate ofintends to cease, supplying materials, products to supply goods or services to the Company or any of its Subsidiaries, Subsidiaries or otherwise materially change the terms of to terminate or reduce its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason other than Material Suppliers party to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services Contracts due to the Company or its Subsidiaries or otherwise materially change expire pursuant to the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplieragreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 To the Knowledge of the Disclosure Schedule sets forth Company, (i) neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning any Company Products with any customer who, in any of the three fiscal years ended February 29, 2012 or the last twelve (12) months prior to the date hereof, was one of the twenty (20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a correct “Significant Customer”) and complete list (ii) neither the Company nor any of its Subsidiaries has received any written or oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or any of its Subsidiaries other than, for the avoidance of doubt, in connection with the loss of a design opportunity. Since February 29, 2012, the Company has not had any material quantity of Company Products returned by a purchaser thereof except for normal warranty returns consistent with past history. (b) To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in any of the three fiscal years ended February 29, 2012 and the last twelve (12) months prior to the date hereof, was one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periods. There are no outstanding disputes with supplier (each, a “Significant Supplier”) and (ii) neither the Company nor any of such suppliers or customers. (b) Since June 1its Subsidiaries has received any written or, 2015, none to the Knowledge of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated Company, oral notice from any Significant Supplier that it such Significant Supplier shall stop, or materially decrease the rate of, supplying materials, products or services not continue as a supplier to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries. The Company and its Subsidiaries have access, nor any in all material respects and on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company’s business, and the Company has no Knowledge of the Seller Parties has any reason why it will not continue to believe that any supplier listed have such access in all material respects and on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliercommercially reasonable terms. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.25(a) of the Company Disclosure Schedule sets forth a correct and complete list of the top ten (10) largest suppliers customers of the Acquired Companies (including distributors), based on the dollar amount of consolidated revenues earned by dollar volume) the Acquired Companies for each of products or services to the Company most recently completed fiscal year and its Subsidiariesthe current fiscal year (collectively, the “Material Customers”), and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each revenues generated from such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none Section 3.25(b) of the Company Disclosure Schedule sets forth the top ten (10) suppliers listed on Section 3.22 to whom the Acquired Companies paid the most aggregate consideration for goods or services rendered for each of the Disclosure Schedule most recently completed fiscal year and the current fiscal year, and the consideration paid to such suppliers (collectively, the “Material Suppliers”). (c) No Material Customer or Material Supplier has indicated given any Acquired Company or any of their respective Affiliates, officers, directors, employees, agents or representatives, notice that it shall stop, intends to stop or materially decrease the rate of, supplying materials, products or services to the Company or alter its Subsidiaries, or otherwise materially change the terms of its business relationship with the any Acquired Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or (whether as a result of, of the consummation of any the transactions contemplated by this Agreement or that otherwise), or has during the past twelve (12) months decreased materially, or threatened to decrease or limit materially, its usage or purchase of the service or products to any such supplier is threatened with bankruptcy or insolvencyAcquired Company. Neither To the Knowledge of the Company, nor (i) no Material Customer intends to cancel or otherwise substantially modify its relationship with any of Acquired Company Subsidiary or to decrease materially or limit its Subsidiaries, nor any usage or purchase of the Seller Parties know services or products of any factAcquired Company, condition or event which would and (ii) the transactions contemplated by this Agreement will not adversely affect the relationship of the any Acquired Company or its Subsidiaries with any such supplierMaterial Customer. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.25(a) sets forth a correct and complete list of all customers that have made payments to the Company in excess of $50,000 and the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and each of its Subsidiaries, taken together, as measured by the dollar amount of payments or purchases therefrom, in each case during each of the fiscal years ended December 31, 2010 and December 31, 2011 and the eleven months ended November 30, 2012, showing the approximate total payments to Company and each of its Subsidiaries by each during such customer and the four (4) months ended September 30, 2015. Section 3.22 approximate total purchases by Company and each of the Disclosure Schedule also sets forth, for its Subsidiaries from each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customersperiod. (b) Since June 1December 31, 20152011, none of the suppliers no customer or supplier listed on Section 3.22 of the Disclosure Schedule 4.25(a) has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of terminated its relationship with the Company or any of its Subsidiaries. Neither Subsidiaries or materially changed the Company, nor pricing or other terms of its business with the Company or any of its Subsidiaries and no customer or supplier listed on Schedule 4.25(a) has notified Company or any of its Subsidiaries that it intends to terminate or materially change the pricing or other terms of its business with the Company or any of its Subsidiaries, nor any except as disclosed in Schedule 4.25(b). (c) The relationships of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 Company with its suppliers and customers, are, in the good faith opinion of the Disclosure Company, good commercial working relationships. Except as disclosed on Schedule will stop4.25(c), none of the Company’s suppliers or customers has canceled, terminated, or otherwise materially altered or notified Company, of any intention or otherwise threatened to cancel, terminate, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of alter its relationship with the Company effective prior to, as of, or its Subsidiaries within one year after, the Closing. There has not been, and the Company has no reasonable basis to expect that there will be, any change in relations with suppliers or customers, as a result of, of the consummation of any transactions contemplated by this Agreement or that the Ancillary Agreements. There is not any such supplier is threatened with bankruptcy present condition or insolvency. Neither state of facts or circumstances related to the Company, nor any of its Subsidiaries, nor any of ’s customers and suppliers that would reasonably be expected to prevent the Seller Parties know of any fact, condition or event which would adversely affect Business from being carried on after the relationship of Closing Date in the Company or its Subsidiaries with any such suppliersame manner as it is presently being carried on. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Set forth in Schedule 4.21 hereto is (ai) Section 3.22 a list of names and addresses of the Disclosure Schedule sets forth a correct ten (10) largest customers and complete list of the ten (10) largest suppliers (measured by dollar volumevolume of purchases or sales, as the case may be) of products the Company, and the percentage of the Company’s Business which each such customer or services supplier represents or represented during each of the fiscal years 2008 through 2011; (ii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each person which manufactures any of the Company's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company and each of the Company's sales representatives; Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company with any customer or group of customers listed in Schedule 4.21 hereto, or whose purchases individually or in the aggregate are material to the operations of the Business of the Company, or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company, and there exists no present condition or state of facts or circumstances known to the Company and its Subsidiariesthe Seller involving customers, suppliers or sales representatives which the Company and the ten (10) largest customers (by dollar volume) Seller can now reasonably foresee would materially adversely affect the Business of the Company and its Subsidiaries each during or prevent the four (4) months ended September 30, 2015. Section 3.22 Buyer from conducting the Business of the Disclosure Schedule also sets forth, for each such supplier and customer, Company after the aggregate payments from and to such Person consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its SubsidiariesCompany. Neither the Company, nor any of its Subsidiariesthe Seller, nor any officer, director, or employee of the Seller Parties has Company is a party to any reason to believe that Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any supplier listed on Section 3.22 of the Disclosure Schedule will stopmoney, or materially decrease the rate of, supplying products transfer of any property for such goods or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither Person other than the Company, nor the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of its Subsidiariesproperty to an officer, nor any director, Seller, or employee of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of Company); (b) requires payment by the Company for goods whether or its Subsidiaries with any not such supplier.goods are delivered; (c) Since June restricts the geographical area in which, or the customers to whom, the Company transact Business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s participation in any program of promotional allowances, cooperative advertising or discounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, 2015, none finished goods or other property used in the conduct of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerBusiness.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Except as set forth on Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume5.19(a) of the Company and Disclosure Schedule, during the past two years, neither the Company nor any of its Subsidiaries each during the four has received from: (4i) months ended September 30, 2015. Section 3.22 any current or former customer of the Disclosure Schedule also sets forthCompany or any of its Subsidiaries any written notice or assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures of the Company or one of its Subsidiaries to deliver upon any promises or legal or contractual obligations, and no such assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures have been otherwise threatened; or (ii) any current customer of the Company or its Subsidiaries any written notice that such customer has ceased or intends to cease or terminate its use of the products or services of the Company or its Subsidiaries, or reduced or intends to reduce such use, whether or not as a result of the transactions contemplated hereby, or has sought to change the terms for its purchases of such products and services, and no customer has otherwise threatened such a cessation, termination, or change in use or terms, except in each case where such supplier alleged breach, misrepresentation, breach of warranty, design errors or malfunctions, or cessation, termination or reduction has not and customerwould not reasonably be expected to result in the Company or its Subsidiaries incurring, individually or in the aggregate payments from and to such Person with all other instances thereof, any loss of revenue or other Liability by the Company and or any of its Subsidiaries during such periodsin excess of $100,000. There are Notwithstanding the foregoing, the Company makes no outstanding disputes with representation in this Section 5.19(a) regarding Parent or any of such suppliers or customersits Affiliates. (b) Since June 1, 2015, none Except as set forth on Schedule 5.19(b) of the suppliers listed on Section 3.22 Company Disclosure Schedule, during the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former supplier of the Disclosure Schedule has indicated that it shall stopCompany or any of its Subsidiaries any notice or assertion of breach, misrepresentation, breach of warranty, or materially decrease other failures of the rate of, Company or any of its Subsidiaries to deliver upon any promises or legal or contractual obligations; or (ii) any current supplier of the Company or any of its Subsidiaries any notice that such supplier has ceased or intends to cease or terminate supplying materials, the products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any or reduced or intends to reduce such supply, whether or not as a result of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stoptransactions contemplated hereby, or materially decrease has sought to change the rate ofterms for the supply of such products and services, supplying products other than general and customary changes in terms in the ordinary course of business, consistent with past practice, except in each case where such alleged breach, misrepresentation, breach of warranty, failure to deliver, or services cessation, termination or reduction has not and would not reasonably be expected to result in the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its SubsidiariesSubsidiaries incurring, nor individually or in the aggregate with all other instances thereof, any additional expense or other Liability in excess of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier$100,000. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. MM has delivered to the Company a list identifying each customer of MM, its subsidiaries and, with respect to the Contributed Assets only, its Affiliates, from which, for the twelve (a12) month period ended March 31, 2014 and the eight month period ended November 30, 2014, MM, its subsidiaries and, with respect to the Contributed Assets only, its Affiliates received revenue (on a consolidated basis) in excess of $4,000,000 for such year or period, as applicable (collectively, “MM Major Customers”). Section 3.22 4.19 of the MM Disclosure Schedule Letter sets forth a correct and complete list the names of the ten five (105) largest suppliers (by dollar volumeconsolidated expenditure) of products or services to the Company and MM, its Subsidiaries, subsidiaries and the ten Contributed Assets for the twelve (1012) largest customers (by dollar volume) of month period ended March 31, 2014 and the Company and its Subsidiaries each during the four (4) months eight month period ended September November 30, 20152014. Section 3.22 of Within the Disclosure Schedule also sets forthpreceding twelve (12) months, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, neither MM nor any of its SubsidiariesAffiliates has received written or, nor to the Knowledge of MM, oral notice that any MM Major Customer or supplier listed in Section 4.19 of the Seller Parties has any reason MM Disclosure Letter has: (i) threatened to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopcancel, suspend or otherwise terminate, or materially decrease the rate ofintends to cancel, supplying products or services to the Company or its Subsidiaries suspend or otherwise materially change the terms terminate, any relationships of its relationship such Person with the Company MM or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiariessubsidiaries or the Contributed Assets, nor any of the Seller Parties know of any fact, condition (ii) decreased materially or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall threatened to stop, decrease or limit materially, or intends to modify materially decrease the rate of, buying products its relationships with MM or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of subsidiaries or the Disclosure Schedule will stopContributed Assets, or materially decrease the rate of, buying products (iii) intends to refuse to pay any amount due to MM or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor subsidiaries or the Contributed Assets or seek to exercise any remedy against MM or any of its subsidiaries or the Seller Parties know Contributed Assets. Neither MM or any of its subsidiaries or, with respect to the Contributed Assets only, any factof its Affiliates, condition within the past twelve (12) months have been engaged in any material dispute with any MM Major Customer or event which would adversely affect the relationship supplier listed in Section 4.19 of the Company or MM Disclosure Letter. MM, its Subsidiaries subsidiaries and, with any such customerrespect to the Contributed Assets only, its Affiliates are in compliance in all material respects with the insurance requirements set forth in its agreements with each of its customers.

Customers and Suppliers. (a) Section 3.22 As of the Disclosure Schedule sets forth date of this Agreement, neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning any Company Products with any customer who in any of the three fiscal years ended June 30, 2017 was one of the ten (10) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a correct “Significant Customer”). Except as would not reasonably be expected to be material to the Company and complete list its Subsidiaries, taken as a whole, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company or any of its Subsidiaries or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries. (b) As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who in any of the three fiscal years ended June 30, 2017 was one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries in each during the four (4) months ended September 30case, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periodssupplier (each, a “Significant Supplier”). There are no outstanding disputes with Except as would not reasonably be expected to have a material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice from any Significant Supplier that such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it Significant Supplier shall stop, or materially decrease the rate of, supplying materials, products or services not continue as a supplier to the Company or its Subsidiaries, or otherwise materially change the terms any of its relationship Subsidiaries or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Neither the Company nor any of its Subsidiaries has any outstanding material disputes concerning any Company Products with any customer who, in either (i) the fiscal year ended December 31, 2012 and/or (ii) the fiscal year ending December 31, 2013 (as reasonably projected), represented or will represent aggregate revenues to the Company and its Subsidiaries, taken together, of $250,000 or more during such period(s) for Customer Products (each, a “Significant Customer”). Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Disclosure Schedule sets forth Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a correct and complete list customer of the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the consummation of the transactions contemplated hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier who, in either (i) the fiscal year ended December 31, 2012 was and/or (ii) in the fiscal year ending December 31, 2013 is projected to be, one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periods. There are no outstanding disputes with any of such suppliers or customers. supplier (b) Since June 1each, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiariesa “Significant Supplier”). Neither the Company, Company nor any of its SubsidiariesSubsidiaries has received any written or, nor any to the Knowledge of the Seller Parties has Company, oral notice from any reason to believe Significant Supplier that any such Significant Supplier shall not continue as a supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or otherwise that such Significant Supplier intends to terminate or materially change the terms of its relationship modify existing Contracts with the Company (or its Subsidiaries after, the Surviving Corporation or as a result of, the consummation Parent) of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries. The Company and its Subsidiaries have access, nor any of on commercially reasonable terms, to all products and services reasonably necessary to carry on the Seller Parties know Company’s business as presently conducted, and the Company has no Knowledge of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any reason why it will not continue to have such supplieraccess on commercially reasonable terms. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 As of the Disclosure Schedule sets forth a correct and complete list Agreement Date, the Company has no Knowledge of any outstanding material disputes concerning any Company Products or any services provided by the Company or any of its Subsidiaries with respect thereto with any of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) 15 largest customers (by dollar volume) of the Company and or its Subsidiaries each during based in revenues received in the four (4) months consecutive quarters ended September June 30, 20152017 or revenues expected by the Company to be received in the four consecutive quarters ended June 30, 2018 (each, a “Significant Customer”). Section 3.22 As of the Disclosure Schedule also sets forth, for each such supplier and customerAgreement Date, the aggregate Company has not received any written, or to the Company’s Knowledge, oral notice from any Significant Customer that such customer will not continue as a customer of the Company or any of its Subsidiaries after the Effective Time or that any such customer intends to terminate or materially modify existing Contracts or arrangements with Company or any of its Subsidiaries. (b) As of the Agreement Date, the Company has no Knowledge of any outstanding material disputes with any supplier of the Company or any of its Subsidiaries who, in the four consecutive fiscal quarters period ended June 30, 2017 was one of the 15 largest recipients of payments from and to such Person by the Company and its Subsidiaries during such periodson a consolidated basis (each, a “Major Supplier”). There are no outstanding disputes with As of the Agreement Date, neither the Company nor any of such suppliers its Subsidiaries has received any written, or customers. (b) Since June 1to the Company’s Knowledge, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated oral notice from any Major Supplier that it shall stopintends to terminate, not renew, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially and adversely change the terms of (whether related to payment, price, or otherwise) its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.16(a) of the Company Disclosure Schedule Letter sets forth an accurate and complete list of the ten (10) largest retail customers (but, in no case, any patient) of the Acquired Companies, taken as a correct whole, measured by gross revenues generated during the fiscal year ended on December 31, 2018 and the three (3) months ended March 31, 2019 (each, a “Top Company Customer”), identifying the approximate amount of gross revenues generated from each such Top Company Customer. Since December 31, 2018 to the date of the Original Agreement, none of the Top Company Customers (A) has cancelled or terminated its business relationship with the Acquired Companies or notified any Acquired Company in writing (or, to the Company’s Knowledge, orally) of its intent to cancel or terminate its business relationship with the Acquired Companies, (B) materially reduced its business with the Acquired Companies or notified any Acquired Company in writing (or, to the Company’s Knowledge, orally) of its intent to materially reduce its business with the Acquired Companies, (C) changed, or notified any Acquired Company in writing (or, to the Company’s Knowledge, orally) of an intention to materially change the terms on which or the amount it is prepared to purchase from the Acquired Companies or (D) notified any Acquired Company in writing (or, to the Company’s Knowledge, orally) of a material dispute or controversy between it and any Acquired Company. No Acquired Company has made any express or implied indemnity or guarantee with respect to the products sold by it to any Top Company Customer, other than in the Ordinary Course of Business or as may be provided in the applicable Contract with such Top Company Customer. (b) Section 4.16(b) of the Company Disclosure Letter sets forth an accurate and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its SubsidiariesAcquired Companies, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or taken as a result ofwhole, measured by the consummation of any transactions contemplated gross expenditures paid or payable by this Agreement or that any the Acquired Companies to each such supplier is threatened with bankruptcy or insolvency. Neither during the Companyfiscal year ended on December 31, nor any of its Subsidiaries, nor any of 2018 and the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.three

Customers and Suppliers. (aSection 5.19(a) Section 3.22 of the Disclosure Schedule sets forth (i) a correct and complete list of the ten ILG’s and its Subsidiaries’ top twenty (1020) largest customers (by gross revenues generated from sales to such customers) on a combined basis (“ILG Top Customer”), and (ii) a list of ILG’s and its Subsidiaries’ top twenty (20) suppliers (by dollar volumeaggregate cost of supplies purchased from such suppliers) on a combined basis (“ILG Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 5.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ILG Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ILG or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ILG’s Knowledge, no ILG Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ILG and its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ILG’s Knowledge, no ILG Top Customer is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. Since January 1, 2017, none of the ILG Top Customers of ILG or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ILG and its Subsidiaries in any material respects. ILG and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ILG Top Customer with respect to the Company supply of products or services by ILG and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 5.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ILG Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ILG and its Subsidiaries, and the ten (10ii) largest customers (by dollar volume) of the Company ILG and its Subsidiaries each during have not received written notice that any ILG Top Supplier intends to cancel, terminate or reduce substantially the four (4) months ended September 30, 2015. Section 3.22 quantity of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and products it provides to such Person by the Company ILG and its Subsidiaries during such periodsand (iii) to ILG’s Knowledge, no ILG Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. There ILG and its Subsidiaries are no outstanding disputes not, and since January 1, 2017 have not been, engaged in any material dispute or controversy with any ILG Top Supplier with respect to the supply of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or ILG and its Subsidiaries where the amount in controversy or otherwise materially change dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of warranty claims, in each case in the terms ordinary course of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierbusiness). (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 To the Knowledge of the Disclosure Schedule sets forth a correct and complete list Company, neither the Company nor any of its Subsidiaries has any outstanding material dispute concerning its services and/or products with any Significant Customer. Each current customer who was one of the ten (10) 20 largest suppliers (by dollar volume) sources of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of revenue on an annual recurring revenue basis for the Company and its Subsidiaries each during based on amounts paid or payable in the four (4) 12 months ended September 30July 31, 2015. Section 3.22 2023 (“Significant Customer”) is listed on Schedule 2.17(a) of the Company Disclosure Schedule also sets forthLetter. Since February 1, for each such supplier and customer2023, the aggregate payments from and to such Person by neither the Company and nor any of its Subsidiaries during has received any written or, to the Knowledge of the Company, oral notice from any Significant Customer to the effect that such periods. There are no outstanding disputes customer intends to terminate its business relationship with the Company or any of its Subsidiaries (or the Surviving Corporation or Parent) after the Closing or that such suppliers customer intends to terminate or customersmaterially and adversely modify existing Contracts with the Company or any of its Subsidiaries (or the Surviving Corporation or Parent) or materially reduce the amount paid to the Company or any of its Subsidiaries (or the Surviving Corporation or Parent) for Company Products. (b) Since June 1, 2015, none To the Knowledge of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, neither the Company nor any of its SubsidiariesSubsidiaries has any outstanding material dispute concerning products and/or services provided by any supplier or vendor who, nor any in the fiscal year ended July 31, 2023, was one of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 20 largest suppliers of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or goods and/or services to the Company Company, based on amounts paid or its Subsidiaries or otherwise materially change the terms payable during such periods (each, a “Significant Supplier”). Each Significant Supplier is listed on Schedule 2.17(b) of its relationship with the Company or its Subsidiaries afterDisclosure Letter. Since February 1, or as a result of2023, neither the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, Company nor any of its SubsidiariesSubsidiaries has received any written or, nor any to the Knowledge of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any oral notice of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation termination of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries existing Contracts with any such customerSignificant Supplier.

Customers and Suppliers. (a) Section 3.22 To the knowledge of the Disclosure Schedule sets forth a correct and complete list Company, neither the Company nor any Subsidiary has any outstanding material dispute concerning its services and/or products with any customer, distributor or reseller that, during the period from January 1, 2018 to March 31, 2019, was one of the ten 10 largest sources of revenue for the Company, based on amounts recognized in accordance with GAAP during such period (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiarieseach, and the ten (10) largest customers (by dollar volumea “Significant Customer”). Each Significant Customer is listed on Schedule 2.16(a) of the Company and its Subsidiaries each during Disclosure Letter. Since January 1, 2019, neither the four (4) months ended September 30Company nor any Subsidiary has received any written or, 2015. Section 3.22 to the knowledge of the Disclosure Schedule also sets forthCompany, for each oral notice from any Significant Customer to the effect that such supplier and customercustomer intends to terminate its business relationship with, the aggregate payments from Company or any Subsidiary (or the Surviving Corporation or Parent) or that such customer intends to terminate or materially and to such Person by adversely modify existing Contracts with the Company and its Subsidiaries during such periods. There are no outstanding disputes with or any of such suppliers Subsidiary (or customersthe Surviving Corporation or Parent) or materially reduce the amount paid to the Company or any Subsidiary (or the Surviving Corporation or Parent) for Company Products. (b) Since June To the knowledge of the Company, neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any of the Company’s suppliers or vendors that (i) is listed on Schedule 2.16(b)-1 of the Company Disclosure Letter or (ii) during the period from January 1, 20152018 to March 31, none 2019, was one of the five largest suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or goods and/or services to the Company or its SubsidiariesCompany, or otherwise materially change the terms based on amounts payable during such periods (each, a “Significant Supplier”). Each Significant Supplier not listed on Schedule 2.16(b)-1 is listed on Schedule 2.16(b)-2 of its relationship with the Company or its SubsidiariesDisclosure Letter. Neither Since January 1, 2019, neither the Company nor any Subsidiary has received any written or, to the knowledge of the Company, nor oral notice from any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation Significant Supplier of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know termination of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries existing Contracts with any such supplierSignificant Supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Company Disclosure Schedule sets forth a correct true and complete list of the ten (10a) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volumerevenue) and five (5) largest suppliers (by expenditure) of the business of the Company and its Subsidiaries each during the four 2018 fiscal year, (4b) months ended September 30the revenue attributed to such customers or spent with such suppliers in such fiscal year, 2015. Section 3.22 and (c) all dealers that provide installation services for or on behalf of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by business of the Company and its Subsidiaries in Israel during each of the 2018 and 2017 fiscal years and the number of units installed by, and the aggregate amount paid to, each such periodsdealer in each such fiscal year (collectively, the “Subject Company Customers, Suppliers and Dealers”). There are no outstanding disputes with any Except as set forth in Section 3.22 of such suppliers or customers. (b) Since June 1, 2015the Company Disclosure Schedule, none of the suppliers listed on Section 3.22 Subject Customers, Suppliers and Dealers: (i) has terminated or, to the Knowledge of the Disclosure Schedule has indicated that it shall stopCompany, threatened, either in writing or materially decrease the rate oforally, supplying materials, products to terminate or services not to the Company renew or its Subsidiaries, or otherwise materially change the terms of extend its relationship with the Company or any of its Subsidiaries. Neither ; (ii) has notified the Company or any of its Subsidiaries, either in writing or orally, that it intends to adversely modify its relationship with, or reduce its purchases from or other business with, the Company or any Company Subsidiary; (iii) has adversely changed its pricing terms or any other terms of its business with the Company or any of its Subsidiaries; or (iv) to the Knowledge of the Company, has any plan or intention to do any of the foregoing. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any complaint from any of its customers or suppliers (including, without limitation, any of the Subject Company Customers, Suppliers and Dealers) concerning the products and/or services provided to or from the Company and/or any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor Subsidiaries had any of its respective products returned by a purchaser thereof, other than complaints and returns made in the Seller Parties know ordinary course of any fact, condition or event which would adversely affect the relationship business of the Company that, individually or its Subsidiaries with any such supplier. in the aggregate, have not had a material adverse effect on the business, assets, condition (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopfinancial or otherwise), or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms results of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship operations of the Company or and its Subsidiaries with any such customerSubsidiaries.

Customers and Suppliers. (a) Section 3.22 Schedule 3.14(a) contains a list of (i) all customers of the Disclosure Schedule sets forth a correct Business which have Contracts (including oral contracts and complete list of the ten (10purchase orders) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such the BP Asset Selling Entity or any of the Purchased Subsidiaries involving purchases in an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts and purchase orders) with the BP Asset Selling Entity or customersany of the Purchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) Since June 1, 2015, none None of the suppliers listed on Section 3.22 of BP Asset Selling Entity or the Disclosure Schedule Purchased Subsidiaries has indicated that it shall stop, received any written notice or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer of the Business (i) has ceased, or will cease, to use its services or products, (ii) has substantially reduced or will substantially reduce, the use of services or products of the Business or (iii) has sought, or is seeking, to reduce the price it will pay for services or products of the Business, including in each case after the consummation of the transactions contemplated hereby. No customer of the Business listed on Section 3.22 Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any of the Disclosure Schedule will stopBP Parties has otherwise threatened, or materially decrease to take any action described in the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement Agreement. (c) None of BPI, the BP Selling Entities or the Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of raw materials, supplies, merchandise or other goods or services, or that any such customer is threatened with bankruptcy supplier will not sell raw materials, supplies, merchandise and other goods to Intcomex at any time after the Closing Date on terms and conditions similar to those used in its current sales to the BP Asset Selling Entity or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know Purchased Subsidiaries, subject to general and customary price increases, unless comparable raw materials, supplies, merchandise or other goods are readily available from other sources on comparable terms and conditions. No supplier of the Business listed on Schedule 3.14(a) has threatened in writing, nor, to the Knowledge of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with BP Parties has otherwise threatened, to take any such customeraction described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement.

Customers and Suppliers. (aSection 4.19(a) Section 3.22 of the Disclosure Schedule sets forth (i) a correct and complete list of the ten ISI’s and its Subsidiaries’ top twenty (1020) largest customers (by gross revenues generated from sales to such customers) on a combined basis (“ISI Top Customer”), and (ii) a list of ISI’s and its Subsidiaries’ top twenty (20) suppliers (by dollar volumeaggregate cost of supplies purchased from such suppliers) on a combined basis (“ISI Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 4.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ISI Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ISI or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ISI’s Knowledge, no ISI Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ISI and its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ISI’s Knowledge, no ISI Top Customer is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. Since January 1, 2017, none of the ISI Top Customers of ISI or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ISI and its Subsidiaries in any material respects. ISI and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ISI Top Customer with respect to the Company supply of products or services by ISI and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 4.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ISI Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ISI and its Subsidiaries, and the ten (10ii) largest customers (by dollar volume) of the Company ISI and its Subsidiaries each during have not received written notice that any ISI Top Supplier intends to cancel, terminate or reduce substantially the four (4) months ended September 30, 2015. Section 3.22 quantity of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and products it provides to such Person by the Company ISI and its Subsidiaries during such periodsand (iii) to ISI’s Knowledge, no ISI Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. There ISI and its Subsidiaries are no outstanding disputes not, and since January 1, 2017 have not been, engaged in any material dispute or controversy with any ISI Top Supplier with respect to the supply of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or ISI and its Subsidiaries where the amount in controversy or otherwise materially change dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of warranty claims, in each case in the terms ordinary course of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierbusiness). (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 (a) of the Disclosure Schedule sets forth a correct true and complete list of (i) the ten names and addresses of all material customers of the Group Companies (10including the Sellers and their Affiliates) largest suppliers billed for each of such customers in an amount of RMB 200,000 or its equivalent or more in the twelve-month period ending on the date hereof, (ii) the amounts invoiced by dollar volumeeach such customer during such period, and (iii) the percentage of sales to each such customer during such period relative to the consolidated total sales of the Group Companies. The Sellers have not received any notice nor does it have any reason to believe that any of such customers (including the Sellers and their Affiliates) (A) has ceased or materially reduced, or will cease or materially reduce, their use of the products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Target Company or its Subsidiaries, or otherwise materially change (B) has sought, or is seeking, a reduction in the terms of its relationship with prices to be paid for the services provided to the Target Company or its Subsidiaries. Neither the Company, nor any None of its Subsidiaries, nor such customers has otherwise threatened to take any of the Seller Parties actions described in the preceding sentence as a result of the consummation of the transactions contemplated hereby. (b) Section 3.22 (b) of the Disclosure Schedule sets forth a true and complete list of (i) all material suppliers of the Group Companies (including the Sellers and their Affiliates) from whom the Group Companies ordered products or services for an aggregate purchase price of RMB 200,000 or more in the twelve-month period ending on the date hereof, and (ii) the amounts invoiced by each such supplier to the Group Companies during such period. The Sellers have not received any notice or has any reason to believe that there has been any supplier listed on Section 3.22 of material adverse change in the Disclosure Schedule prices for such goods or services offered by any such suppliers (including the Sellers and their Affiliates) or that any such suppliers (including the Sellers and their Affiliates) will stop, or materially decrease not at any time after the rate of, supplying products Closing Date sell goods or services to the Company or its Subsidiaries or otherwise materially change Group Companies on substantially the same terms and conditions as they currently sell to the Group Companies, other than normal and customary price increases. None of its relationship with such suppliers has threatened to take any of the Company or its Subsidiaries after, or foregoing actions as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierhereby. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 5.22 of the Disclosure Schedule sets forth a correct true and complete list of the ten (10a) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volumerevenue) and five (5) largest suppliers (by expenditure) of the business of the Company and its the Company Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier 2018 fiscal year and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1the revenue attributed to such customers or spent with such suppliers in such fiscal year (collectively, 2015, none the “Company Customers and Suppliers”). None of the suppliers listed on Section 3.22 Company Customers and Suppliers: (i) has terminated or, to the Knowledge of the Disclosure Schedule has indicated that it shall stopCompany, threatened, either in writing or materially decrease the rate oforally, supplying materials, products to terminate or services not to the Company renew or its Subsidiaries, or otherwise materially change the terms of extend its relationship with the Company or its any of the Company Subsidiaries. Neither ; (ii) has notified the Company or any of the Company Subsidiaries, either in writing or, to the Knowledge of the Company, nor any of orally, that it intends to materially and adversely modify its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stoprelationship with, or materially decrease the rate ofreduce its purchases from or other business with, supplying products or services to the Company or any Company Subsidiaries; (iii) has materially and adversely changed its Subsidiaries pricing terms or otherwise materially change the any other terms of its relationship business with the Company or its Subsidiaries after, any Company Subsidiaries; or as a result of, (iv) to the consummation Knowledge of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, has any plan or intention to do any of the foregoing. Since January 1, 2016, neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral complaint from any of its customers or suppliers (including, without limitation, any of the Company Customers and Suppliers) concerning the products and/or services provided to or from the Company and/or any Company Subsidiaries, nor has the Company or any Company Subsidiaries had any of its respective products returned by a purchaser thereof, other than complaints and returns made in the Seller Parties know ordinary course of any fact, condition or event which would adversely affect the relationship business of the Company that, individually or its Subsidiaries with any such supplierin the aggregate, have not had a Material Adverse Effect. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.22(a) of the Disclosure Schedule sets forth a correct true and complete list of (i) the ten top 10 customers of the Company during the 12 months ended December 31, 2015 and during the 5 months ended May 31, 2016, (10ii) largest suppliers the amount for which each such customer was invoiced during such period, and (iii) the percentage of the total sales of the Company represented by dollar volumesales to each such customer during such period. Except as set forth in Section 3.22(a) of the Disclosure Schedule, since January 1, 2015, the Company has not received any written notice nor have the Sellers otherwise acquired knowledge that any of such customer (A) has ceased or substantially reduced, or will cease or substantially reduce, use of the products of the Company (other than decreases reflected in the Financial Statements or the Interim Financial Statements) or (B) has sought, or is seeking, to reduce the price it will pay for the products of the Company (other than ordinary course of business pricing negotiations). None of such customers 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. (b) Section 3.22(b) of the Disclosure Schedule sets forth a true and complete list of (i) the top 2 suppliers of the Company during the 12 months ended December 31, 2015 and during the 5 months ended May 31, 2016 and (ii) the amount for which each such supplier invoiced the Company during such period. Since January 1, 2015, the Company has not received any written notice nor has the Company otherwise acquired knowledge that there has been any material adverse change in the price of such supplies or services provided by any such supplier (other than price increases reflected in the Financial Statements or the Interim Financial Statements), or than any such supplier will not sell supplies or services to the Company at any time after the Closing Date on terms and conditions substantially the same as those used in its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and current sales to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor subject to general and customary price increases. No such supplier has otherwise threatened to take any of its Subsidiaries, nor any of action described in the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAgreement. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.23(a) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, a correct list of the customers of the Company and complete its Subsidiaries who, in either (i) the fiscal year ended March 27, 2016 and/or (ii) the nine-month period ended January 1, 2017 was one of the twenty (20) largest customers of Company Products based on amounts paid or payable, as applicable (excluding any payments that are attributable to discontinued operations resulting from the Company’s sale of its iML business in November 2016), to the Company or its Subsidiaries by such customers during such period (each, a “Significant Company Customer”). As of the date of this Agreement, neither the Company nor any of its Subsidiaries is party to any pending Action concerning any Company Products with any Significant Company Customer. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, any other notice, from any Significant Company Customer that such Significant Company Customer intends to terminate or materially modify, in either case, whether prior to or following the Closing, any existing Contract with the Company or any of its Subsidiaries, other than immaterial modifications in connection with annual renewals in the ordinary course of business. (b) Section 4.23(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and Subsidiaries based on amounts paid (excluding any payments that are attributable to discontinued operations resulting from the ten (10Company’s sale of its iML business in November 2016) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries to such supplier during such periodsthe fiscal year ended March 27, 2016 (each, a “Significant Company Supplier”). There are no outstanding disputes with As of the date of this Agreement, neither the Company nor any of such suppliers or customers. (b) Since June 1, 2015, none its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Company Supplier. As of the suppliers listed on Section 3.22 date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, or to the Knowledge of the Disclosure Schedule has indicated Company, any other notice, from any Significant Company Supplier that it shall stop, such Significant Company Supplier intends to terminate or materially decrease modify, in either case, whether prior to or following the rate ofClosing, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship any existing Contract with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 2.24(a) of the Company Disclosure Schedule sets forth contains a true and correct and complete list of the ten top twenty-five (1025) largest suppliers currently active customers, whether direct or wholesale, distributors or licensees of Company Products by revenues generated in connection with such customers for the calendar year ending December 31, 2017 (each such customer, a “Top Customer”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have any knowledge, that any Top Customer (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the transactions contemplated by dollar volumethis Agreement or otherwise, or (ii) is threatened with bankruptcy or insolvency or is, or is reasonably likely to become, otherwise unable to purchase goods or services from the Company or any Subsidiary consistent with past custom and practice. No Top Customer has the right to or will otherwise receive a reduction in pricing during 2018 except as has been factored into the forecast provided for 2018. (b) Section 2.24(b) of products or services to the Company Disclosure Schedule contains a true and correct list of the top twenty-five (25) currently active suppliers of the Company and its Subsidiaries, and the ten (10) largest customers (whether of products, services, Intellectual Property or otherwise, by dollar volumevolume of sales and purchases, respectively, for the calendar year ending December 31, 2016 (each such supplier, a “Top Supplier”). Neither the Company nor its Subsidiaries have received written notice, nor does the Company have knowledge, that any Top Supplier (i) intends to cancel or otherwise materially and adversely modify its relationship with the Company or any Subsidiary (whether related to payment, price or otherwise) on account of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person transactions contemplated by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers this Agreement or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopotherwise, or materially decrease the rate of(ii) is threatened with bankruptcy or insolvency or is, supplying materialsor is reasonably likely to become, products otherwise unable to supply goods or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship any Subsidiary consistent with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierpast custom and practice. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Schedule 3.21(a) of the Disclosure Schedule sets forth a correct true and complete list of (i) the ten names and addresses of all clients of the Company and its Subsidiaries with a billing for each such client of $25,000 or more during the 12 months ended December 31, 2014, (10ii) largest suppliers the amount for which each such client was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by dollar volumesales to each such customer during such period. Neither the Company nor any of its Subsidiaries has received any notice or has any reason to believe that any of such clients (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. None of such clients 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 and the Ancillary Agreements. (b) Schedule 3.21(b) of the Disclosure Schedule sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate purchase price for each such supplier of $10,000 or more during for the 12 months ended December 31, 2014 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or that any such supplier will not sell supplies or services to the Surviving Corporation and its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015customary price increases. Section 3.22 of the Disclosure Schedule also sets forth, for each No such supplier and customer, has otherwise threatened to take any action described in the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAncillary Agreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. The Company does not have any customers for the Company’s fiscal year ending December 31, 2022, and for the trailing three (3)-month period ending March 31, 2023, and there are no sales by the Company. Section 3.23 of the Company Disclosure Schedules sets forth (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten Company’s top five (105) largest suppliers (by dollar volume) and vendors of products or goods and services to the Company based on amounts paid for goods or services for the Company’s fiscal year ending December 31, 2022, and its Subsidiariesfor the trailing three (3)-month period ending March 31, 2023, and the ten approximate total purchases by the Company from each such material supplier, during each such period, (10b) largest customers any sole source supplier of any goods or services of the Company, other than any sole source supplier providing goods or services for which the Company can readily obtain a replacement supplier without a material increase in the cost of supply and (by dollar volumec) any manufacturer of any goods of the Company, other than any manufacturer manufacturing or producing goods for which the Company can readily obtain a replacement manufacturer without a material increase in the cost of supply (each such supplier listed in the foregoing (a)-(c), a “Material Supplier”). No such Material Supplier listed on Section 3.23 of the Company and Disclosure Schedules, has (i) terminated its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes relationship with any of such suppliers or customers. the Company, (bii) Since June 1, 2015, none as of the suppliers listed on Section 3.22 date hereof, to the Knowledge of the Disclosure Schedule has indicated that it shall stopCompany, or materially decrease the rate of, supplying materials, products or services to reduced its business with the Company or its Subsidiaries, or otherwise materially change the terms of and adversely modified its relationship with the Company or its Subsidiaries. Neither Company, (iii) as of the date hereof, to the Knowledge of the Company, nor any notified the Company of its Subsidiariesintention to take any such action and, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms Knowledge of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any no such Material Supplier is contemplating such action or (iv) to the Knowledge of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason become insolvent or subject to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerproceedings.

Customers and Suppliers. (a) Section 3.22 Schedule 3.28(a) of the Company Disclosure Schedule Schedules sets forth a correct true and complete list of (i) the names and addresses of the top ten purchasers of the Company and its Subsidiaries (10determined on the basis of revenues) largest suppliers during the 12 months ended November 30, 2008, (ii) the amount for which each such client was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by dollar volumesales to each such customer during such period. Neither the Company nor any of its Subsidiaries has received any notice or has any reason to believe (other than solely as a result of changes in general economic, financial market, business or geopolitical conditions) that any of such clients (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. None of such clients has otherwise, to the knowledge of the Company, threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Schedule 3.28(b) of the Company Disclosure Schedules sets forth a true and complete list of (i) the top ten suppliers of the Company and its Subsidiaries (determined on the basis of payables to such suppliers) from which the Company or a Subsidiary ordered products or services during for the 12 months ended November 30, 2008 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has received any notice or has any reason to believe (other than solely as a result of changes in general economic, financial market, business or geopolitical conditions) that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or than any such supplier will not sell supplies or services to the Interim Surviving Corporation or the Final Surviving Entity or their respective Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015customary price increases. Section 3.22 of the Disclosure Schedule also sets forth, for each No such supplier and customerhas otherwise, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms knowledge of its relationship with the Company or its Subsidiaries. Neither the Company, nor threatened to take any of its Subsidiaries, nor any of action described in the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAncillary Agreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 During the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former customer of the Disclosure Schedule sets forth a correct and complete list Company or any of its Subsidiaries any written notice or assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures of the ten Company or one of its Subsidiaries to deliver upon any promises or legal or contractual obligations, and no such assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures have been otherwise threatened; or (10ii) largest suppliers (by dollar volume) any current customer of the Company or its Subsidiaries any written notice that such customer has ceased or intends to cease or terminate its use of the products or services to of the Company and or its Subsidiaries, and the ten (10) largest customers (by dollar volume) or reduced or intends to reduce such use, whether or not as a result of the transactions contemplated hereby, or has sought to change the terms for its purchases of such products and services, and no customer has otherwise threatened such a cessation, termination, or change in use or terms, except in each case where such alleged breach, misrepresentation, breach of warranty, design errors or malfunctions, or cessation, termination or reduction has not and would not reasonably be expected to result in the Company and or its Subsidiaries each during the four (4) months ended September 30incurring, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, individually or in the aggregate payments from and to such Person with all other instances thereof, any loss of revenue or other Liability by the Company and or any of its Subsidiaries during such periods. There are no outstanding disputes with any in excess of such suppliers or customers$100,000. (b) Since June 1, 2015, none Except as set forth on Schedule 4.19(b) of the suppliers listed on Section 3.22 Company Disclosure Schedule, during the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former supplier of the Disclosure Schedule has indicated that it shall stopCompany or any of its Subsidiaries any notice or assertion of breach, misrepresentation, breach of warranty, or materially decrease other failures of the rate ofCompany or any of its Subsidiaries to deliver upon any promises or legal or contractual obligations, nor to the Knowledge of the Company, has any event occurred, or does any circumstance or condition exist that, with or without the giving of notice or lapse of time, or both, might form the basis of any such notice or assertion; or (ii) any current supplier of the Company or any of its Subsidiaries any notice that such supplier has ceased or intends to cease or terminate supplying materials, the products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any or reduced or intends to reduce such supply, whether or not as a result of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stoptransactions contemplated hereby, or materially decrease has sought to change the rate ofterms for the supply of such products and services, supplying products other than general and customary changes in terms in the ordinary course of business, consistent with past practice, except in each case where such alleged breach, misrepresentation, breach of warranty, failure to deliver, or services cessation, termination or reduction has not and would not reasonably be expected to result in the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its SubsidiariesSubsidiaries incurring, nor individually or in the aggregate with all other instances thereof, any additional expense or other Liability in excess of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier$100,000. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.23 of the Company Disclosure Schedule Letter sets forth a correct true and complete list of the top ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, customers and the top ten (10) largest customers (by dollar volume) suppliers of the Company and its Subsidiaries each (as measured by the revenue or sales from such customer or supplier) during the four (4) months 12-month periods ended December 31, 2004, December 31, 2005 and the 9-month period ended as of September 30, 20152006. Set forth opposite the name of each such customer is the percentage of consolidated net sales attributable to such customer. (b) Except as set forth on Section 3.22 3.23 of the Company Disclosure Schedule also sets forthLetter, as of the date hereof, no customer that accounted for each such more than five percent of the Company's consolidated revenues from continuing operations during the 12-month periods ended December 31, 2004, December 31, 2005 and the 9-month period ended as of September 30, 2006, and no material supplier of the Company, (i) has cancelled or otherwise terminated or, to the Knowledge of the Company, threatened or indicated its intention to terminate, any material contract with the Company or any Subsidiary of the Company prior to the expiration of the contract term, (ii) has returned, or, to the Knowledge of the Company, threatened or indicated its intention to return, a material amount of any of the products, equipment, goods and customerservices purchased from the Company or any Subsidiary of the Company, (iii) has canceled or terminated or, to the aggregate payments Knowledge of the Company, indicated its intention to cancel or otherwise terminate its relationship with the Company or any Subsidiary of the Company including, without limitation, as a result of the transactions contemplated by this Agreement, or (iv) has ceased or materially reduced or, to the Knowledge of the Company, threatened or indicated an intention to cease or materially reduce its purchase from or sale to the Company or any Subsidiary of the Company of any products, equipment, goods or services, including, without limitation, as a result of the transactions contemplated by this Agreement. (c) Neither the Company nor any Subsidiary has (A) breached, in any material respect, any agreement with or (B) engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any of its Subsidiaries. All material purchase and to such Person sale orders and other commitments for purchases and sales made by the Company and its Subsidiaries during such periods. There are have been made in the ordinary course of business in accordance with past practices and no outstanding disputes with material payments have been made to any customer, supplier or any of their representatives other 369958_13 than payments to such suppliers or customersfor the invoiced price of supplies purchased in the ordinary course of business. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Set forth in Schedule sets forth 2.21(a) is a correct and complete list of the top ten (10) largest suppliers customers (by dollar volumerevenue) of products or services to the Company and its Subsidiaries, taken as a whole, for the fiscal year ended December 31, 2021 and any additional customers that are reasonably expected to be there for the fiscal year ending December 31, 2022 (collectively, the “Material Customers”), and the aggregate amount of consideration paid to the Company and its Subsidiaries by each Material Customer during each such period. Except as set forth in Schedule 2.21(a), as of the date of this Agreement, no such Material Customer has expressed to the Company in writing, and the Company has no knowledge of, any Material Customer’s intention to cancel or otherwise terminate, or materially reduce or adversely modify, its relationship with the Company or of a material breach of the terms of any contract with such Material Customer. As of the date of this Agreement, no Material Customer has asserted or threatened in writing a force majeure event or anticipated inability to perform, in whole or in part, arising out of the COVID-19 pandemic. (b) Set forth in Schedule 2.21(b) is a list of the top ten (10) largest customers vendors to and/or suppliers of (by dollar volumespend) of the Company and its Subsidiaries each during the four (4) months ended September 30Subsidiaries, 2015. Section 3.22 of the Disclosure Schedule also sets forthtaken as a whole, for each such supplier and customerthe fiscal year ended December 31, 2021 (collectively, the aggregate payments from “Material Suppliers”), and the amount of consideration paid to such Person each Material Supplier by the Company and its Subsidiaries during each such periodsperiod. There are no outstanding disputes with any of No such suppliers or customers. (b) Since June 1, 2015, none Material Supplier is the sole source of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products goods or services supplied by such Material Supplier. No such Material Supplier has expressed to the Company or any of its SubsidiariesSubsidiaries in writing its intention to, and to the Company’s Knowledge, no such Material Supplier intends to, cancel or otherwise terminate, or otherwise materially change the terms of reduce or adversely modify, its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or and its Subsidiaries or otherwise materially change indicating a material breach of the terms of its relationship any Contractual Obligation with the Company such Material Supplier. No Material Supplier has asserted or its Subsidiaries afterthreatened in writing a force majeure event or provided written notice of an anticipated inability to perform, in whole or as a result ofin part, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any arising out of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierCOVID-19 pandemic. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 2.22(a) of the Disclosure Schedule Schedules sets forth (i) an accurate list of the fifteen (15) largest customers of Seller, as measured by the revenue paid from such customer to Seller for the most recent fiscal year and (ii) the amount of revenue paid by each such customer during such period. Seller has not received any written notice from any customer required to be listed on Section 2.22(a) of the Disclosure Schedules that such customer (1) has ceased, or intends to cease after the Effective Date, to use its Products or Services, (2) has otherwise ceased or materially reduced, or intends to otherwise terminate or materially reduce, its relationship with Seller (excluding any reductions in the ordinary course consistent with the customer’s past practices) or has requested, or has indicated it intends to request, a correct material change to the terms or prices at which such customer purchases Products or Services from Seller including, for each of (1), and complete (2), because of the announcement or pendency of this Agreement or the identity of Purchaser. To the Knowledge of Seller, no customer required to be listed on Section 2.22(a) of the Disclosure Schedules intends to take any action set forth in the preceding sentence. (b) Section 2.22(b) of the Disclosure Schedules sets forth (i) an accurate list of the ten (10) largest suppliers and/or vendors of Seller, as measured by the consideration paid by Seller to such supplier and/or vendor for the most recent fiscal year and (by dollar volumeii) the amount of consideration paid to each such supplier and/or vendor for such period. Seller has not received any written notice from any supplier and/or vendor required to be listed on Section 2.22(b) of products the Disclosure Schedules that such supplier and/or vendor (1) has ceased, or intends to cease, to supply goods or services to Seller or (2) has otherwise terminated or materially reduced, or intends to otherwise terminate or materially reduce, its relationship with Seller, including, for each of (1) and (2), because of the Company and its Subsidiariesannouncement or pendency of this Agreement or the identity of the Purchaser. To the Knowledge of Seller, and the ten (10) largest customers (by dollar volumeno supplier and/or vendor required to be listed on Section 2.22(b) of the Company and its Subsidiaries each during Disclosure Schedules intends to take any action set forth in the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierpreceding sentence. (c) Since June 1, 2015, none of the customers listed on Section 3.22 2.22 (c) of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms Schedules sets forth an accurate list of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any: (i) overpayments made by any customer listed on Section 3.22 of within the Disclosure Schedule will stoplast three (3) years and (ii) amounts which, or materially decrease at the rate ofEffective Date, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, remain outstanding as an overpayment (“Overpayment Balance”). Seller hereby represents that each Overpayment Balance is reflected in Seller’s balance sheets as a liability or as a result ofcontra to the accounts receivable. Purchaser and Seller hereby agree that, the consummation of any transactions contemplated by this Agreement or that any should a customer claim an Overpayment Balance, Purchaser shall pay such Overpayment Balance directly to such customer is threatened and Purchaser shall be entitled to an amount equal to such Overpayment Balance from the Escrow Fund, provided, however, Purchaser shall first review the customer’s claim with bankruptcy or insolvency. Neither Seller to review customer’s net balances, and such amount to be released to Purchaser within five (5) Business Days of a mutually agreed upon notice to the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerEscrow Agent.

Customers and Suppliers. (a) Section 3.22 Neither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) the three fiscal years ended March 30, 2013 was, and/or (ii) the fiscal year ending March 31, 2014 is projected to be, one of the Disclosure Schedule sets forth twenty (20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a correct “Significant Customer”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and complete list any such disputes that did not, and/or are not projected to, exceed $500,000 in the aggregate. Neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the consummation of the transactions contemplated hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier, who in either (i) the fiscal year ended March 30, 2013 was, and/or (ii) in the fiscal year ending March 31, 2014 is projected to be, one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periods. There supplier (each, a “Significant Supplier”) other than any such dispute that did not, and/or is not projected to, exceed $50,000 individually and any such disputes that did not, and/or are no outstanding disputes with any of such suppliers or customers. (b) Since June 1not projected to, 2015, none of exceed $150,000 in the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiariesaggregate. Neither the Company, Company nor any of its SubsidiariesSubsidiaries has received any written or, nor any to the knowledge of the Seller Parties has Company, oral notice from any reason to believe Significant Supplier that any such Significant Supplier shall not continue as a supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or otherwise that such Significant Supplier intends to terminate or materially change the terms of its relationship modify existing Contracts with the Company (or its Subsidiaries after, the Surviving Corporation or as a result of, the consummation Parent) of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Schedule 3.20(a) of the Disclosure Schedule Schedules sets forth a correct true and complete list of (i) the ten names and addresses of all customers and clients of the Company and its Subsidiaries with a billing for each such customer of $10,000 or more during the twelve (1012) largest suppliers months ended December 31, 2009, (ii) the amount for which each such customer or client was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by dollar volumesales to each such customer or client during such period. Neither the Company nor any of its Subsidiaries has received any written notice that any of such customers or clients (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. To the knowledge of the Company, none of such customers or clients has otherwise threatened in writing to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Schedule 3.20(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate purchase price for each such supplier of $10,000 or more during the twelve (12) months ended December 31, 2009 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has received any written notice that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or that any such supplier will not sell supplies or services to the Surviving Corporation and its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and customary price increases. To the ten (10) largest customers (by dollar volume) knowledge of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor no such supplier has otherwise threatened in writing to take any of its Subsidiaries, nor any of action described in the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAncillary Agreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of Schedule 3.21(a) identifies the Disclosure Schedule sets forth a correct and complete list of revenues received from the top ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each taken as a whole in the fiscal year ended December 31, 2014, and during the four (4) months ended September 30, first quarter of calendar year 2015. Section 3.22 The relationship of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during with each such periods. There are no outstanding disputes with customer is a good working relationship, and since the fiscal year ended December 31, 2014, there has not been any material adverse change in the business relationship of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or any of its SubsidiariesSubsidiaries with any such customer. Except for the expiration of Government Contracts in the Ordinary Course of Business, no such customer has terminated, or otherwise materially change to the terms Knowledge of the Company, threatened to terminate its relationship with the Company or any of its Subsidiaries. Neither Subsidiaries or has during the last twelve (12) months materially decreased, limited or otherwise changed the terms and conditions for, the purchase of goods or services from the Company and its Subsidiaries taken as a whole, or, to the Knowledge of the Company, nor threatened to do so, and to the Knowledge of the Company, there is no written or oral communication, fact or event that exists or has occurred that would indicate that any customer of the Company or any of its SubsidiariesSubsidiaries would do so, nor any whether as a result of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 transactions contemplated hereby or otherwise. (b) Schedule 3.21(b) sets forth a list of the Disclosure Schedule will stopCompany’s and its Subsidiaries’, or materially decrease taken as a whole, top ten (10) suppliers (other than subcontractors of the rate of, supplying products Company and its Subsidiaries under any Government Contract) of goods or services to in terms of aggregate purchases by the Company for the last completed fiscal year and for the first quarter of calendar year 2015, showing the aggregate amount that the Company or its Subsidiaries or otherwise materially change Subsidiary paid to each such supplier during such periods. No such supplier has terminated, or, to the terms Knowledge of the Company, threatened to terminate, its relationship with the Company or its Subsidiaries afteror has during the last twelve (12) months materially decreased or limited, or as a result ofchanged the terms and conditions for, the consummation supply of any transactions contemplated by this Agreement its goods or that any such supplier is threatened with bankruptcy or insolvency. Neither services to the Company, nor or, to the Knowledge of the Company, threatened to do any of the foregoing. Except as set forth on Schedule 3.21(b), no supplier for the Company or any of its Subsidiaries, nor any Subsidiaries is a sole source of the Seller Parties know supply of any fact, condition good or event which would adversely affect the relationship of service to the Company or its Subsidiaries with any such supplierSubsidiary. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Schedule 3.17(a) of the Disclosure Schedule sets forth a true, correct and complete list of the ten twenty-five (1025) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company Companies and its their Subsidiaries each during the four 12 month period ending on the Balance Sheet Date (4) months ended September 30“Material Suppliers”), 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person as measured by the Company and its Subsidiaries dollar amount of purchases therefrom during such periods. There are no outstanding disputes with any of such suppliers or customersperiod. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 Schedule 3.17(b) of the Disclosure Schedule has indicated that it shall stopsets forth a true, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any correct and complete list of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 twenty-five (25) largest customers of the Disclosure Schedule will stopCompanies and their Subsidiaries during the 12 month period ending on the Balance Sheet Date (“Material Customers”), or materially decrease as measured by the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms dollar amount of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any purchases therefrom during such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierperiod. (c) Since June Except as set forth on Schedule 3.17(c), since January 1, 20152020, none no Material Customer or Material Supplier has canceled, terminated or otherwise altered its material terms (including any change in the prices charged or paid, or change to the supply or credit terms, as the case may be) or, to Companies’ Knowledge, notified the Companies, their Subsidiaries, or the Seller of any intention to do any of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopforegoing, or materially decrease to Companies’ Knowledge, threatened to cancel, terminate or alter the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the material terms of (including any change in the prices charged or paid, or change to the supply or credit terms, as the case may be) its relationship with the Companies and/or their Subsidiaries. To the Companies’ Knowledge, no Material Customer has notified the Companies or their Subsidiaries of any pending change of control, acquisition or consolidation, that would reasonably likely result in a material reduction in business from such Material Customer. (d) Except as disclosed on Schedule 3.17(d), neither the Company nor their Subsidiaries have entered into any referral agreement or similar arrangement whereby such Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, Subsidiary has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stoppaid, or materially decrease the rate ofwill pay, buying products a material commission or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of “finder’s fee” to any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such health care customer.

Customers and Suppliers. (a) Section 3.22 2.21 of the Seller Disclosure Schedule sets forth a correct the twenty largest customers and complete list suppliers of the ten (10) largest suppliers (Company and its Subsidiaries for the year ended December 31, 1999, as measured by dollar volume) amounts of products goods shipped by the Company and its Subsidiaries or by amounts of goods and services provided to the Company and its Subsidiaries, and as the ten (10) largest customers (by dollar volume) case may be. The relationships of the Company and its Subsidiaries each during the four (4) months ended September 30with its customers and suppliers are good commercial working relationships and, 2015. except as set forth in Section 3.22 2.21 of the Disclosure Schedule also sets forthSchedule, for each such supplier and customerduring the last 24 months, none of the aggregate payments from and to such Person by twenty largest customers or suppliers of the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers has canceled or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopotherwise terminated, or materially decrease the rate ofthreatened to cancel or otherwise terminate, supplying materials, products or services to its relationship with the Company or its SubsidiariesSubsidiaries or materially decreased, or otherwise threatened to materially change decrease or limit, its usage of the terms services of, or purchase of the goods of, the Company or its relationship with Subsidiaries or its provision of services to, or sale of goods to, the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, Company nor any of the Seller Parties Subsidiaries has any reason to believe notice that any supplier listed on Section 3.22 of the Disclosure Schedule will stoptwenty largest customers or suppliers of the Company and its Subsidiaries intends to cancel or otherwise materially modify its relationship with the Company or to materially decrease or limit its usage of the services of, or materially decrease purchase of the rate goods of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms its provision of services to, or its relationship with sale of goods to, the Company or its Subsidiaries afterSubsidiaries, or as a result ofand the Transactions will not, to the consummation best knowledge of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any Company and each of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the twenty largest customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship suppliers of the Company or and its Subsidiaries with any such customerSubsidiaries.

Customers and Suppliers. (a) Section 3.22 3.20(a) of the Disclosure Schedule sets forth a correct and complete list the top twenty customers of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during (including distributors) (each, a “Material Customer”), based on the four (4) months ended September 30, 2015. Section 3.22 dollar amount of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person consolidated revenues earned by the Company and its Subsidiaries during for each of the two most recent fiscal years, and the revenues generated from such periodscustomers. There are Except as set forth on Section 3.20(a) of the Disclosure Schedule, no outstanding disputes such Material Customer has terminated or materially and adversely modified its relationship with a Company Member in the past 12 months and no Company Member has received any written, or to the Knowledge of Company, oral notice that (x) any Material Customer has terminated, intends to terminate or materially and adversely modify its relationship with a Company Member or (y) any Material Customer has requested a material decrease in the prices charged by a Company Member, other than in the Ordinary Course of Business or pursuant to the terms of the underlying Contract; provided that the fact that any particular Contract or commitment with any Material Customer is scheduled to expire shall not, in and of itself, constitute notice of any of the foregoing matters so long as the Material Customer has not provided notice that it does not intend to renew such suppliers Contract or customerscommitment. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 3.20(b) of the Disclosure Schedule sets forth the top twenty vendors, suppliers, resellers, service providers or other similar business relation of Company and its Subsidiaries (each, a “Material Supplier”), based on the dollar amount of consolidated amounts paid by Company and its Subsidiaries for goods or services from such Material Supplier for each of the two most recent fiscal years, the amounts owing to each such Material Supplier, and whether such amounts are past due. Except as set forth on Section 3.20(b) of the Disclosure Schedule, no such Material Supplier has indicated that it shall stopterminated or materially and adversely modified its relationship with a Company Member in the past 12 months and no Company Member has received any written, or materially decrease the rate of, supplying materials, products or services to the Knowledge of Company, oral notice that (x) any Material Supplier has terminated, intends to terminate or materially and adversely modify its relationship with a Company Member or its Subsidiaries(y) any Material Supplier has requested a material increase in the prices charged to a Company Member, other than in the Ordinary Course of Business or otherwise materially change pursuant to the terms of its relationship the underlying Contract; provided that the fact that any particular Contract or commitment with the Company or its Subsidiaries. Neither the Companyany Material Supplier is scheduled to expire shall not, nor any in and of its Subsidiariesitself, nor constitute notice of any of the Seller Parties foregoing matters, so long as such Material Supplier has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated not provided notice that it shall stop, does not intend to renew such Contract or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customercommitment.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete 3.20(a)(i) attached hereto contains an accurate list of the top twenty-five (25) largest customers of the Company (ranked by dollar amount of revenue earned by the Company from such customers) showing the total dollar amount of revenue earned by the Company from each such customer for the calendar years ended 2022 and for the five (5) month period ended May 31, 2023 (each, a “Key Customer”). Except as set forth on Schedule 3.20(a)(ii), since January 1, 2022, no Key Customer has notified the Company that it intends to (including related to, arising from or in connection with, any Pandemic Matters) (i) stop purchasing or significantly decrease the volume of purchases of Products/Services from the Company from levels existing prior to such notification, or (ii) seek to purchase the Products/Services from any other supplier or vendor. Since July 1, 2022, to the Company’s Knowledge, no Key Customer has requested in writing a material modification to the following terms of the Contract through which such Key Customer purchases Products/Services from the Company: (A) the prices at which such Key Customer purchases Products/Services from the Company, (B) the length of the term of such Contract, (C) the Company’s warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the Key Customer under such Contract. No Key Customer has provided written notice to the Company of such Key Customer being the subject of any bankruptcy or insolvency Proceeding. (b) Schedule 3.20(b) attached hereto contains an accurate list of the top ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during (ranked by dollar amounts paid by the four (4Company to such suppliers) months ended September 30, 2015. Section 3.22 showing the total dollar amount of purchases made by the Disclosure Schedule also sets forth, for Company from each such supplier for the calendar years ended 2022 and customerfor the five (5) month period ended May 31, the aggregate payments from and to such Person by 2023 (each, a “Key Supplier”). Since January 1, 2022, no Key Supplier has notified the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopintends to (including related to, arising from, or materially in connection with, any Pandemic Matters) stop supplying or significantly decrease the rate of, supplying volume of supply of materials, products or services to the Company or its Subsidiariesfrom levels existing prior to such notification. Since July 1, or otherwise materially change 2022, to the Company’s Knowledge, no Key Supplier has requested in writing a material modification to the following terms of its relationship with the Company or its Subsidiaries. Neither the CompanyContract through which such Key Supplier supplies materials, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company Company: (A) the prices at which such Key Supplier supplies materials, products or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither services to the Company, nor any of its Subsidiaries, nor any (B) the length of the Seller Parties know term of such Contract, (C) such Key Supplier’s warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the Company under such Contract. No Key Supplier has provided written notice to the Company of such Key Supplier being the subject of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerinsolvency Proceeding.

Customers and Suppliers. (ai) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10Except as disclosed in SCHEDULE 4.1(w) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiariesattached hereto, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There there are no outstanding pending disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor controversies between any of the Seller Parties has Consolidated Companies and any reason to believe that major customer or supplier of any supplier listed on Section 3.22 of the Disclosure Schedule will stopConsolidated Companies where the amount in controversy exceeds, or materially decrease the rate of, supplying products or services could reasonably be expected to exceed $5,000 in Losses to the Company Consolidated Companies, nor, to the Shareholder's knowledge, are there any facts which would impair the relationship of any of the Consolidated Companies with its major customers or its Subsidiaries or otherwise materially suppliers. There has not been any material adverse change in the terms relations of its relationship any of the Consolidated Companies with the Company or its Subsidiaries aftertheir respective customers, or suppliers, contractors, licensors and lessors, as a result of, of the announcement or consummation of any the transactions contemplated by this Agreement or and the Shareholders and the Consolidated Companies have no knowledge that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know Consolidated Companies' major customers or suppliers has or is contemplating terminating its relationship with any of the Consolidated Companies. To the Shareholders' knowledge, no major customer or supplier has experienced any fact, condition type of work stoppage or event which would other material adverse circumstances or conditions that may jeopardize or adversely affect the relationship any of the Company or its Subsidiaries Consolidated Companies' relationship with any such major customer or supplier. (cii) Since June 1, 2015, none The Consolidated Companies nor any Person acting with authority on behalf of any of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the CompanyConsolidated Companies, nor any Affiliates of its Subsidiariesthe Consolidated Companies nor the Shareholders, acting alone or together, has with respect to the Business directly or indirectly in violation of Applicable Law, given or agreed to give any reason gift or similar benefit during the past two (2) years to believe that any customer listed on Section 3.22 of customer, supplier, trading company, shipping company, governmental employee or other Person who is or may be in a position to help or hinder the Disclosure Schedule will stop, Business (or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor assist any of the Seller Parties know of Consolidated Companies in connection with any fact, condition actual or event proposed transaction) which would adversely affect the relationship (A) may subject any of the Company Consolidated Companies to any material damage or its Subsidiaries with any such customermaterial penalty in any civil, criminal or governmental litigation, proceeding or investigation, (B) if not given, may have had a Material Adverse Effect, or (C) if not continued in the future, may have a Material Adverse Effect.

Customers and Suppliers. (a) Section 3.22 Schedule 3.21(a) of the Disclosure Schedule Schedules sets forth a correct and complete list the top twenty (20) customers of the ten Company (10including distributors) largest suppliers (each, a “Material Customer”), based on the dollar amount of consolidated revenues earned by dollar volume) of products or services to the Company and its Subsidiariesfor the fiscal year ended December 31, 2020, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for revenues generated from each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 Schedule 3.21(b) of the Disclosure Schedule Schedules sets forth (i) the top twenty (20) vendors, suppliers, resellers, service providers and other similar business relation of the Company (each, a “Material Supplier”) based on the dollar amount of consolidated payments made to such relation for the fiscal year ended December 31, 2020 and whether such amounts are past due and (ii) to the extent not included in Section 3.21(b), each vendor, supplier, reseller, service provider and other similar business relation of the Company to whom any amounts are past due greater than twelve (12) months. (c) No Material Customer or Material Supplier has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to given the Company or its SubsidiariesAffiliates, officers, directors, employees, agents or representatives, notice that it intends to stop or materially alter its business relationship with the Company (whether as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or otherwise), or has during the past twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its supply of services or products to, or purchase of products or services from the Company (provided that ordinary course fluctuations in revenues from a Material Customer or payments to a Material Supplier shall be specifically excepted from this Section 3.21(c)). To the Company’s Knowledge, (i) no Material Customer or Material Supplier has expressed to the Company an intention to cancel or otherwise materially change the terms of substantially modify its relationship with the Company or to decrease or limit materially, its Subsidiaries. Neither supply of services or products to, or purchase of products or services from, the Company, nor any of its Subsidiaries, nor any of the Seller Parties (ii) no Material Customer or Material Supplier has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to advised the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation in writing of any material problem or dispute with any Material Customer or Material Supplier and (iii) the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would other Transaction Documents will not adversely affect the relationship of the Company or its Subsidiaries with any such supplierMaterial Customer or Material Supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Schedule 2.24(a) sets forth (i) an accurate list of the Disclosure ten (10) largest customers of each of the Company and the Subsidiary, taken as a whole, for the most recent fiscal year, as measured by the consideration paid from such customer to the Company or the Subsidiary, as applicable, and (ii) the amount of consideration paid by each such customer during such periods. Neither the Company nor the Subsidiary has received any written notice from any customer required to be listed on Schedule 2.24(a) that such customer (1) has ceased, or intends to cease after the Closing, to use its Products or Services, (2) has otherwise ceased or materially reduced, or intends to otherwise terminate or materially reduce, its relationship with the Company or the Subsidiary, as applicable (excluding any reductions in the ordinary course consistent with the customer’s past practices) or (3) has requested, or has indicated it intends to request, a material change to the terms or prices at which such customer purchases Products or Services from the Company or the Subsidiary, as applicable, including, for each of (1), (2), and (3), because of the announcement or pendency of this Agreement or the identity of the Purchaser. To the Knowledge of the Company, no customer required to be listed on Schedule 2.24(a) intends to take any action set forth in the preceding sentence. (b) Schedule 2.24(b) sets forth a correct and complete (i) an accurate list of the ten (10) largest suppliers (by dollar volume) and/or vendors of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) each of the Company and its Subsidiaries each during the four (4) months ended September 30Subsidiary, 2015. Section 3.22 of the Disclosure Schedule also sets forthtaken as a whole, for the most recent fiscal year, as measured by the consideration paid by the Company or the Subsidiary to such supplier and/or vendor and (ii) the amount of consideration paid to each such supplier and customer, the aggregate payments from and to and/or vendor during such Person by period. Neither the Company and its Subsidiaries during such periods. There are no outstanding disputes with nor the Subsidiary has received any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers written notice from any supplier and/or vendor required to be listed on Section 3.22 of the Disclosure Schedule 2.24(b) that such supplier and/or vendor (1) has indicated that it shall stopceased, or materially decrease the rate ofintends to cease, supplying materials, products to supply goods or services to the Company or its Subsidiariesthe Subsidiary or (2) has otherwise terminated or materially reduced, or intends to otherwise terminate or materially change the terms of reduce, its relationship with the Company or its Subsidiariesthe Subsidiary, including, for each of (1) and (2), because of the announcement or pendency of this Agreement or the identity of the Purchaser. Neither To the Knowledge of the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason no supplier and/or vendor required to believe that any supplier be listed on Section 3.22 of Schedule 2.24(b) intends to take any action set forth in the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierpreceding sentence. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.23(a) of the Company Disclosure Schedule Schedules sets forth a correct and complete list of the top ten (10) largest customers and the top ten (10) suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and showing the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person approximate total sales by the Company and its Subsidiaries to each such customer and the approximate total purchases by the Company and its Subsidiaries from each such supplier, during such periodsthe 2015 fiscal year of the Company and its Subsidiaries. There are no outstanding disputes with any Section 4.23(a) of such suppliers or customersthe Company Disclosure Schedules also sets forth the approximate total sales by the Company and its Subsidiaries to Deseret Mutual Benefits Administrators and its affiliates, during the twelve (12)-month period ending as of the end of the month preceding the date hereof. (b) Since June 1the Balance Sheet Date, 2015, none no customer or any supplier of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties Subsidiaries has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of terminated its relationship with the Company or its Subsidiaries after, or as a result of, reduced or changed the consummation of any transactions contemplated by this Agreement pricing or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any other terms of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of business with the Company or its Subsidiaries with any such supplier. (c) Since June 1and, 2015, none to the Knowledge of the customers listed on Section 3.22 of the Disclosure Schedule Company, (i) no customer has indicated that it shall stop, or materially decrease the rate of, buying products or services from notified the Company or any of its Subsidiaries that it intends to terminate or otherwise materially change reduce the pricing or change, in any material respect, the other terms of its relationship business with the Company or its Subsidiaries. Neither , as the Companycase may be, nor (ii) no supplier has notified the Company or any of its SubsidiariesSubsidiaries that it intends to terminate or increase or change, has in any reason to believe that any customer listed on Section 3.22 of material respect, the Disclosure Schedule will stop, pricing or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the other terms of its relationship business with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any as the case may be, and (iii) to the actual knowledge of the Seller Parties know of any individuals listed on Exhibit 10.11(b), there is no existing fact, circumstance or condition or event which that would adversely affect the relationship of the Company or its Subsidiaries with any be expected to give rise to such customera notice.

Customers and Suppliers. 11.1 In the 12 months ending with the date of this Agreement, the business of the Company or the US Subsidiary has not been materially affected in an adverse manner as a result of any one or more of the following things happening to the Company or the US Subsidiary: (a) Section 3.22 the loss of any of its customers or suppliers; or (b) a reduction in trade with its customers or in the extent to which it is supplied by any of its suppliers; or (c) a change in the terms on which it trades with or is supplied by any of its customers or suppliers. 11.2 The Disclosure Letter sets out (i) each customer who has paid aggregate consideration to Company or the US Subsidiary for goods or services rendered in an amount greater than or equal to £75,000 for each of the Disclosure Schedule sets forth a correct and complete list of the ten two most recent financial years (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customercollectively, the aggregate payments from “Material Customers”); and to such Person (ii) the amount of consideration paid by the Company and its Subsidiaries each Material Customer during such periods. There are no outstanding disputes with Neither the Sellers, the Company or the US Subsidiary has received any notice that any of such suppliers the Material Customers has ceased, or customersintends to cease after Completion, to use the goods or services of the Company or the US Subsidiary or to otherwise terminate or materially reduce its relationship with the Company or the US Subsidiary. 11.3 The Disclosure Letter sets out (bi) Since June 1, 2015, none each supplier to whom the Company or the US Subsidiary has paid consideration for goods or services rendered in an amount greater than or equal to £75,000 for each of the suppliers listed on Section 3.22 two most recent financial years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Neither the Sellers, the Company or the US Subsidiary has received any notice that any of the Disclosure Schedule Material Suppliers has indicated that it shall stopceased, or materially decrease the rate ofintends to cease, supplying materials, products to supply goods or services to the Company or its Subsidiaries, the US Subsidiary or to otherwise terminate or materially change the terms of reduce its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierUS Subsidiary. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.25(a) of the Company Disclosure Schedule sets forth a correct and complete list lists, by year, for each of the ten past two fiscal years (102009 and 2010): (i) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest top 20 customers (by dollar volume) of the Company and its Subsidiaries on a consolidated basis and the top 5 customers in each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for Company’s fields of operations and amount of purchases by each such supplier customer per fiscal year, and customer, (ii) the aggregate payments from and to such Person by top 20 suppliers of the Company and its Subsidiaries during on a consolidated basis and the top 5 suppliers in each of the Company’s fields of operations and amount of good/services sold to the Company and its Subsidiaries by each such periodssupplier per fiscal year. There are Except as expressly indicated on Section 3.25(a) of the Company Disclosure Schedule, neither the Company nor its Subsidiaries is dependent upon any single supplier and no outstanding disputes with any single customer accounted for more than 5% of such suppliers or customersthe consolidated revenues of the Company for the year ended December 31, 2010. (b) Since June 1, 2015, none Except as set forth on Section 3.25(b) of the suppliers Company Disclosure Schedule, (A) no supplier listed on in Section 3.22 3.25(a) of the Company Disclosure Schedule has indicated that it shall stop, (i) stopped or materially decreased or threatened to stop or materially decrease the rate of, of supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its SubsidiariesSubsidiaries or (ii) other than in the ordinary course of business, nor any increased or announced an intent to increase the cost of such materials, products or services, and (B) other than in the Seller Parties has any reason to believe that any supplier ordinary course of business, no customer listed on Section 3.22 3.25(a) of the Company Disclosure Schedule will stop, has (x) stopped or materially decreased or threatened to stop or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services purchasing Products from the Company or its Subsidiaries or otherwise materially change (y) reduced or, to the terms Knowledge of its relationship with the Company, intends to reduce the amount paid for Products purchased from the Company or its Subsidiaries. (c) Section 3.25(c) of the Company Disclosure Schedule sets forth the aggregate amount of customer deposits as of May 31, 2011, including a description of the specific entities holding such deposits, the applicable customers and the relevant Product(s) and customer for any deposits greater than $200,000 individually or $1,000,000 in the aggregate. Neither No customer has advised the Company, nor Company or any of its Subsidiaries, has Subsidiaries that it is cancelling or intends to cancel any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or orders as a result ofof which any deposits greater than $50,000 individually or $100,000 in the aggregate would be required to be returned, the consummation of or has established any transactions contemplated delivery deadlines by this Agreement which applicable Products must be delivered to avoid a default, order termination or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customertrigger a refund.

Customers and Suppliers. Schedule 4.24 sets forth: (a) Section 3.22 each of the Disclosure Schedule sets forth customers of the Business (“Customers”) and the amount of revenue of the Business generated from each Customer during the twelve (12) month period ended September 30, 2018 categorized by (i) customers who have purchased subscription-based services (with the revenue categorized per type of subscription purchased), and (ii) customers who have purchased other products or services of the Business on a correct per-transaction basis; and complete list (b) each of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during Business taken as a whole, determined by purchases for the four twelve (412) months ended September 30, 2015. Section 3.22 2018 (the “Material Suppliers”), together with (by Material Supplier) the amount of purchases of the Disclosure Schedule also sets forth, for Business from each such supplier and customerMaterial Supplier during the twelve (12) months ended September 30, 2018. In the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are last twelve (12) months, no outstanding disputes with Customer has cancelled, terminated or materially modified any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such suppliers Customer and Seller, or, to the Knowledge of Seller, threatened to cancel, terminate or customers. (b) Since June 1, 2015, none materially modify any of the suppliers listed on Section 3.22 terms or conditions (including, without limitation, any pricing term) of the Disclosure Schedule has indicated that it shall stopany Contract between such Customer and Seller, or materially decrease the rate ofor, supplying materials, products or services to the Company Knowledge of Seller, submitted any complaints or its Subsidiariesgrievances (including, without limitation, formal, informal, written or oral complaints) regarding any Contract between such Customer and Seller or regarding the Business in general. Seller has not received from any Customer any notice, written or otherwise, and Seller has no Knowledge, that any Customer intends, to cancel or otherwise materially change the terms of modify its relationship with the Company Business. In the last twelve (12) months, no Material Supplier has cancelled, terminated or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor materially modified any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller, or, to the Knowledge of Seller, threatened to cancel, terminate or materially modify any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller. Seller Parties has not received any reason to believe notice, written or otherwise, and Seller has no Knowledge, that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, Material Supplier or materially decrease the rate of, supplying products or services Customer intends to the Company or its Subsidiaries cancel or otherwise materially change the terms of modify its relationship with the Company or its Subsidiaries after, or Business (whether as a result of, of the consummation of any the transactions contemplated by this Agreement hereby or that any such supplier otherwise). Seller, to its Knowledge, is threatened and for the prior two (2) years has been in material compliance with bankruptcy or insolvency. Neither the Companyall applicable privacy and other Laws and regulations relating to protection, nor any collection, use, and distribution of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierCustomer Data. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Schedule 3.23(a) of the Disclosure Schedule Schedules sets forth a correct true and complete list of (i) the ten (10) largest suppliers (by dollar volume) names and addresses of products or services to the Company and its Subsidiaries, and the ten (10) largest top 20 customers (by dollar volumerevenue) of the Company and its Subsidiaries in the past twelve months and (ii) the amount for which each such customers was invoiced during such period. Neither the four Company nor any of its Subsidiaries has received any written notice that any of such customers (4A) months ended September 30has ceased or substantially reduced, 2015. Section 3.22 or will cease or substantially reduce, use of products or services of the Company or any of its Subsidiaries or (B) has sought, or is seeking, to change the terms upon which it receives the services of the Company. (b) Schedule 3.23(b) of the Disclosure Schedule also Schedules sets forth, for each such supplier forth a true and customer, the aggregate payments from and to such Person by complete list of (i) all suppliers of the Company and its Subsidiaries during such periods. There are no outstanding disputes with from which the Company or any of its Subsidiaries received goods, services, or rights (including any licenses to Intellectual Property) with an aggregate purchase price for each such suppliers supplier of $50,000 or customers. (bmore during the 12 months ended June 30, 2017, or, except as set forth on Schedule 3.23(b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated Schedule, that it shall stopprovides goods, services, or materially decrease rights that are material to the rate ofbusiness or operations of the Company, supplying materialsand (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the price of such goods, products services, or services rights provided by any such supplier, or that any such supplier will not provide goods, services, or rights to the Surviving Corporation or its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current terms with the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason subject to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliergeneral and customary price increases. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Except as set forth in Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume4.23(a) of the Company and its Subsidiaries each during the four (4) months ended September 30Disclosure Schedule, 2015. Section 3.22 as of the Disclosure Schedule also sets forthdate hereof, for each such supplier and neither (i) the Company nor any Subsidiary has received notice from any customer, or group of customers that are under common ownership or control, that (A) accounted for at least $250,000 of the aggregate payments from products and to such Person services furnished by the Company and its the Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers in the fiscal year ended December 31, 2003 or customers. (bB) Since June 1, 2015, none that is expected to account for at least $250,000 of the aggregate products and services to be furnished by the Company and the Subsidiaries in the fiscal year ending December 31, 2004, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has reduced or shall reduce purchases of, or has sought or is seeking to reduce the price it shall pay for, the Company’s or any Subsidiary’s products or services, nor (ii) has the Company or any Subsidiary received notice from any supplier, or group of suppliers listed on Section 3.22 that are under common ownership or control, that (A) accounted for at least $1,000,000 of the Disclosure Schedule aggregate goods and services purchased by the Company or any Subsidiary in the fiscal year ended December 31, 2003 or (B) that is expected to account for at least $1,000,000 of the aggregate goods and services purchased by the Company and the Subsidiaries in the fiscal year ending December 31, 2004, that such supplier (or such group of suppliers) has indicated that it shall stop, stopped or materially decrease the rate of, supplying materials, products intends to stop providing goods or services to the Company or its Subsidiariesany Subsidiary, or otherwise has materially change reduced or will materially reduce the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopsupply of, or has sought or is seeking to materially decrease increase the rate ofprice it charges for, supplying products goods or services supplied to the Company or its Subsidiaries a Subsidiary. (b) Except as set forth in Section 4.23(b) of the Company Disclosure Schedule, and except for requests for call detail records for billing purposes, neither the Company nor any Subsidiary is, as of the date hereof, involved in any dispute with, or otherwise materially change the terms has received any notice of its relationship an intention to dispute from, or has received any request for audit, accounting or review from, any Person (including a group of Persons that are under common ownership or control) with whom the Company or its Subsidiaries afterany Subsidiary does business, (i) with respect to any customer, or as a result ofgroup of customers that are under common ownership or control, (A) which involves an aggregate amount in excess of $250,000 in the consummation fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of $250,000 in the fiscal year ending December 31, 2004, or (ii) with respect to any supplier, or group of suppliers that are under common ownership or control, (A) which involves an aggregate amount in excess of $1,000,000 in the fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of $1,000,000 in the fiscal year ending December 31, 2004, relating to any transactions contemplated or commitments made, or any contracts or agreements entered into, by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any Subsidiary, on one hand, and such supplierPerson, on the other hand. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.22 of the Disclosure Schedule sets forth a correct and complete list of (i) the ten 15 largest customers (10measured by dollar volume of sales to such customers) of the Group Companies (the “Top Customers”) and (ii) the 15 largest suppliers (measured by dollar volume) volume of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volumepurchases from such suppliers) of the Company Group Companies (the “Top Suppliers”), in each case for (A) each of the 12-month periods ended December 31, 2018 and its Subsidiaries each during 2019 and (B) the four (4) months nine month period ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers2020. (b) Since June 1the Reference Date, 2015no Top Customer or Top Supplier has canceled, none terminated, materially and adversely modified or, to the Knowledge of the suppliers listed Company, made any threat to cancel, terminate or otherwise materially and adversely modify its relationship with the Group Companies, including any materially decrease on Section 3.22 the part of any Top Customer in its direct or indirect purchase or usage of the Disclosure Schedule has indicated that it shall stop, products or materially decrease services of the rate of, supplying materials, products Group Companies or on the part of any Top Supplier in its sale of supplies or services to the Company or its Subsidiaries, or otherwise materially change Group Companies. To the terms Knowledge of its relationship with the Company or its Subsidiaries. Neither the Company, nor any no fact, circumstance, condition or situation exists which, after notice or lapse of its Subsidiariestime or both, nor reasonably would be expected to cause the business with any of the Seller Parties has any reason Top Customers or Top Suppliers not to believe that any supplier listed on Section 3.22 of continue after the Disclosure Schedule will stop, or materially decrease Closing Date in substantially the rate of, supplying products or services same manner as prior to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierdate hereof. (c) Since June January 1, 20152019, none there has been no substantial change in (i) the manner in which the Group Companies extend discounts, credits or warranties to customers or otherwise deal with customers, (ii) the practices of the customers listed on Section 3.22 Group Companies of ordering supplies for purposes of honoring warranties with respect to the businesses of the Disclosure Schedule has indicated that it shall stopGroup Companies or (iii) the customary payment or collection cycles for, or materially decrease the rate terms and conditions of, buying any payables or receivables or other debt of the businesses of the Group Companies and no change of that kind is currently expected. (d) No Group Company is, nor since January 1, 2019 has been, engaged in any material dispute or controversy with any Top Customer or Top Supplier with respect to the supply of products or services from by or to the Company or its Subsidiaries or otherwise materially change Group Companies. To the terms Knowledge of its relationship with the Company or its Subsidiaries. Neither the Company, nor as of the date hereof, no Top Customer or Top Supplier is bankrupt or insolvent, or has threatened to enter bankruptcy, suffer the appointment of an administrator or receiver or commence any similar process providing protection from creditors under the laws of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerrespective jurisdiction.

Customers and Suppliers. (a) Section 3.22 3.21(a) of the Seller Disclosure Schedule sets forth a correct an accurate and complete list of (i) the ten (10) largest suppliers (by dollar volume) names of products or all customers that ordered goods and services to the from any Acquired Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, with an aggregate value for each such supplier customer of €2,000,000 or more during the 12-month periods ended December 31, 2010 and customerDecember 31, 2009, and (ii) the aggregate payments from and to amount for which each such Person by the Company and its Subsidiaries customer was invoiced during such periodsperiod. There are no outstanding disputes with No Acquired Company has received any of such suppliers notice or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on in Section 3.22 3.21(a) of the Seller Disclosure Schedule will stop(A) has ceased, or materially decrease will cease, to use the rate ofproducts, buying products goods or services from of any Acquired Company, except those contracts which have been terminated pursuant to Purchaser’s requests (such as the Energoimport contract), (B) has substantially reduced, or will substantially reduce, the use of products, goods or services of any Acquired Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after(C) has sought, or is seeking, to substantially reduce the price it will pay for products, goods or services of any Acquired Company. To the Sellers’ Knowledge, no customer listed in Section 3.21(a) of the Seller Disclosure has otherwise threatened to take any action described in the preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement Agreement. No customer of any Acquired Company has any right to any substantial credit or refund for products or goods sold or services rendered or to be rendered by any Acquired Company pursuant to any Contract with or practice of any Acquired Company other than pursuant to the Acquired Companies’ normal course return policy, a copy of which has been provided to the Purchaser in the course of the Due Diligence. (b) Section 3.21(b) of the Seller Disclosure Schedule sets forth an accurate and complete list of (i) the names of all suppliers from which any Acquired Company ordered raw materials, supplies, merchandise and other goods and services with an aggregate purchase price for each such supplier of €2,000,000 or more during the 12-month periods ended December 31, 2010 and December 31, 2009, and (ii) the amount for which each such supplier invoiced the Acquired Company during such period. No Acquired Company has received any notice or has any reason to believe that there has been any material adverse change in the price of such raw materials, supplies, merchandise or other goods or services, or that any such customer is threatened with bankruptcy supplier will not sell raw materials, supplies, merchandise and other goods and services to the Purchaser or insolvencyany Acquired Company at any time after the Closing on terms and conditions similar to those used in its current sales to the Acquired Companies, subject to general and customary price increases. Neither To the CompanySellers’ Knowledge, nor any of its Subsidiaries, nor any no supplier described in Section 3.21(b) of the Seller Parties know of Disclosure Schedule has otherwise threatened to take any fact, condition or event which would adversely affect action described in the relationship preceding sentence as a result of the Company or its Subsidiaries with any such customerconsummation of the transactions contemplated by this Agreement.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) Section 3.22 each of the Disclosure Schedule sets forth a correct and complete list top ten customers of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, taken as a whole (by volume in dollars of sales to such customers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date and the ten amount of revenues accounted for by such customer during each such period and (10b) largest customers (by dollar volume) each of the top five suppliers of the Company and its Subsidiaries, taken as a whole (by volume in dollars of purchases from such suppliers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a "Major Supplier"). Except as set forth on Schedule 3.23, since the Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 has received written notice from any customer of the Disclosure Schedule also sets forthCompany or any of its Subsidiaries, for each such supplier nor, to the Knowledge of the Company, has any customer of the Company or any of its Subsidiaries threatened, that it intends to terminate or materially modify its existing agreement with the Company and customerits Subsidiaries, or materially reduce the aggregate payments from and amount paid to such Person by the Company and its Subsidiaries during such periodsfor products and services. There are no outstanding disputes with Except as set forth on Schedule 3.23, since the Most Recent Balance Sheet Date neither the Company nor any of such suppliers or customers. (b) Since June 1its Subsidiaries has received written notice from any Major Supplier, 2015nor, none to the Knowledge of the suppliers listed on Section 3.22 of the Disclosure Schedule Company, has indicated any Major Supplier threatened, that it shall stop, intends to terminate or materially decrease the rate of, supplying materials, products or services to modify its existing agreement with the Company or and its Subsidiaries, or otherwise materially change increase the terms of its relationship with aggregate amount charged to the Company or and its SubsidiariesSubsidiaries for products and services. Neither the Company, Company nor any of its Subsidiaries, nor Subsidiaries has received written notice from any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship customer of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise materially change seek relief from or make an assignment for the terms benefit of its relationship with the Company or its Subsidiaries. Neither creditors and, to the Company's Knowledge, nor any of its Subsidiaries, no such notice or action has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerbeen threatened.

Customers and Suppliers. (a) Section 3.22 As of the Disclosure Schedule sets forth a correct and complete list of the date hereof, no customer which individually accounted for more than ten percent (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume%) of the Company and its Subsidiaries each Borrower’s gross revenues during the four twelve (412) months ended September 30month period preceding the date hereof, 2015. Section 3.22 and no supplier of the Disclosure Schedule also sets forthBorrower, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers has canceled or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopotherwise terminated, or materially decrease the rate of, supplying materials, products or services made any written threat to the Company or its Subsidiaries, Borrower to cancel or otherwise materially change the terms of terminate its relationship with the Company Borrower, or has at any time on or after December 31, 2008 decreased materially its services or supplies to the Borrower in the case of any such supplier, or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any usage of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 services or products of the Disclosure Schedule will stopBorrower in the case of such customer, or materially decrease the rate of, supplying products or services and to the Company Borrower’s knowledge, no such supplier or its Subsidiaries customer intends to cancel or otherwise materially change the terms of terminate its relationship with the Company Borrower or to decrease materially its services or supplies to the Borrower or its Subsidiaries afterusage of the services or products of the Borrower, as the case may be. From and after the date hereof, no customer which individually accounted for more than ten percent (10%) of the Borrower’s gross revenues during the twelve (12) month period preceding the date hereof, has canceled or otherwise terminated, or as a result ofmade any written threat to the Borrower to cancel or otherwise terminate, for any reason, including without limitation the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the CompanyAgreement, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither Borrower, and to the CompanyBorrower’s knowledge, nor any of its Subsidiaries, has any reason no such customer intends to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries cancel or otherwise materially change the terms of terminate its relationship with the Company Borrower or to decrease materially its Subsidiaries afterusage of the services or products of the Borrower. The Borrower has not knowingly breached, so as to provide a benefit to the Borrower that was not intended by the parties, any agreement with, or as a result ofengaged in any fraudulent conduct with respect to, the consummation of any transactions contemplated by this Agreement customer or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any supplier of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerBorrower.

Customers and Suppliers. (a) Section 3.22 5.21(a) of the Disclosure Schedule sets forth a correct and complete list of lists (i) the ten fifteen (1015) largest suppliers of the Companies (by dollar volumebased on expenditures of the Companies as set forth on Section 5.21(a) of products or services to the Company and its SubsidiariesDisclosure Schedule), and (ii) the ten fifteen (1015) largest customers of the Companies (by dollar volumebased on revenues of the Companies as set forth on Section 5.21(a) of the Company and its Subsidiaries Disclosure Schedule), each during for the four (4) months 12-month period ended September 30, 2015. Except as set forth in Section 3.22 5.21(a)(iii) of the Disclosure Schedule also sets forthSchedule, for each the Companies have not received written notice of any termination, cancellation or material and adverse modification by any such supplier or customer relating to its business relationship with the Companies and, to the Knowledge of Holdings, no such termination, cancellation or material and adverse modification has been threatened in writing by any such supplier or customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June January 1, 2015, none each of the suppliers listed Companies has engaged in and accounted for all revenue, pricing, sales, receivables and payables practices in accordance with GAAP and otherwise in the Ordinary Course of Business and have not, other than in the Ordinary Course of Business, engaged in (i) any trade loading practices or any other promotional, sales, rebate or discount activity with any customers, registrars, reseller or distributors with the effect of accelerating to pre-Closing periods sales that would otherwise be expected (based on Section 3.22 past practice) to occur in post-Closing periods, (ii) any practice which would have the effect of accelerating to pre-Closing periods collections of receivables that would otherwise be expected (based on past practice) to be made in post-Closing periods, (iii) any practice which would have the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services effect of postponing to post-Closing periods payments by the Company that would otherwise be expected (based on past practice) to be made in pre-Closing periods or its Subsidiaries(iv) any other promotional, sales, rebate or otherwise materially change discount activity or deferred revenue activity, in each case in this clause (iv), in a manner outside the terms Ordinary Course of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierBusiness. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. 7.1 A complete and accurate list of: (a) Section 3.22 the "top twenty (20)" customers by value, as at each of the Disclosure Schedule sets forth a correct Financial Statement Date and complete list of the ten 31 March 2004 (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers.customer being a "Substantial Customer"); and (b) Since June 1the "top ten (10)" suppliers by value, 2015, none as at each of the suppliers listed on Section 3.22 of Financial Statement Date and 31 March 2004 (each such supplier being a "Substantial Supplier"), is annexed to the Disclosure Schedule Letter at Disclosure Documents 3.1.37 and 3.1.38 respectively. 7.2 The Business has indicated not been materially and adversely affected by the loss, since the Financial Statement Date, of any Substantial Customer or Substantial Supplier whether as a result of dissatisfaction with the performance or delivery of products supplied or the quality of service provided by the Business or otherwise. 7.3 No Substantial Customer has since 31 March 2004 ceased to do business with the Business, the Companies or any Business Seller (in relation to the Business) or has since that date materially reduced or given written notice (or any other form of notice provided that the person giving such notice had authority to give such notice or such notice was otherwise legally effective pursuant to the terms of any Contract or other terms of business with the relevant Substantial Customer) to the relevant Business Seller or Company that it shall stopwill or may materially reduce its purchases from the Business, the Companies or materially decrease the rate of, supplying materials, products or services any Business Seller (in relation to the Company or its Subsidiaries, Business) or otherwise materially changed the terms on which it does business with the Business, the Companies or any Business Seller (in relation to the Business) which would have a material adverse effect (which expression shall, for the purposes of this Warranty have the meaning given to that expression in warranty 6.3) and the Warrantor is not aware of any intention of any Substantial Customer to so cease to do business, reduce its purchases or so change its terms. 7.4 No Substantial Supplier has since 31 March 2004 ceased to do business with the Business, the Companies or any Business Seller (in relation to the Business) or has since that date substantially reduced or given written notice (or any other form of notice provided that the person giving such notice had authority to give such notice or such notice was otherwise legally effective pursuant to the terms of its relationship any Contract or other terms of business with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services relevant Substantial Supplier) to the relevant Business Seller or Company that it will or may substantially reduce its Subsidiaries supplies to the Business, the Companies or any Business Seller (in relation to the Business) or Back to Contents otherwise materially change changed the terms of its relationship on which it does business with the Company or its Subsidiaries after, or as a result ofBusiness, the consummation Companies or any Business Seller (in relation to the Business) which would have a material adverse effect (which expression shall, for the purposes of this Warranty have the meaning given to that expression in warranty 6.3) and the Warrantor is not aware of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know intention of any factSubstantial Customer to so cease to do business, condition reduce its supplies or event which would adversely affect the relationship of the Company or so change its Subsidiaries with any such supplierterms. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 The General Partner has no customers or ----------------------- suppliers. As of the Disclosure Schedule sets forth a correct and complete list date hereof, no customer which individually accounted for more than 10% of the ten (10) largest suppliers (by dollar volume) Limited Partnership's gross revenues during the 12 month period preceding the date hereof, and no supplier of products the Limited Partnership, has canceled or services otherwise terminated, or made any written threat to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and Limited Partnership to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, cancel or otherwise materially change the terms of terminate its relationship with the Company Limited Partnership, or has at any time on or after June 30, 2000 decreased materially its services or supplies to the Limited Partnership in the case of any such supplier, or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any usage of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 services or products of the Disclosure Schedule will stopLimited Partnership in the case of such customer, or materially decrease the rate of, supplying products or services and to the Company Limited Partnership's knowledge, no such supplier or its Subsidiaries customer intends to cancel or otherwise materially change the terms of terminate its relationship with the Company Limited Partnership or to decrease materially its services or supplies to the Limited Partnership or its Subsidiaries afterusage of the services or products of the Limited Partnership, as the case may be. No customer which individually accounted for more than $50,000 individually, or as a result ofcustomers which in the aggregate accounted for more than $100,000, of the Limited Partnership's gross revenues during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Limited Partnership to cancel or otherwise terminate, for any reason, including without limitation the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the CompanyAgreement, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither Limited Partnership, and to the CompanyLimited Partnership's knowledge, nor any of its Subsidiaries, has any reason no such customer intends to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries cancel or otherwise materially change the terms of terminate its relationship with the Company Limited Partnership or to decrease materially its Subsidiaries afterusage of the services or products of the Limited Partnership. The Limited Partnership has not knowingly breached, so as to provide a benefit to the Limited Partnership that was not intended by the parties, any agreement with, or as a result ofengaged in any fraudulent conduct with respect to, any customer or supplier of the Limited Partnership. The execution and delivery of this Agreement by each of the Limited Partnership and the General Partner does not, and the consummation of any the transactions contemplated by this Agreement hereby, including but not limited to the dissolution or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any effective dissolution of the Seller Parties know Limited Partnership, will not conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any fact, condition obligation or event which would adversely affect loss of any benefit under any contract between the relationship of the Company Limited Partnership and any customer or its Subsidiaries with any such customersupplier.

Customers and Suppliers. (a) Section 3.22 3.21(a) of the Company Disclosure Schedule sets forth a complete and correct and complete list of the ten top twenty (1020) largest suppliers (customers for each of the domestic and international operations of the AGF Entities by dollar purchase volume) of products or services to , for the Company and its Subsidiaries, most recent fiscal year and the ten amount and percentage of sales to each such customer during such period (10) largest customers (by dollar volumeeach, a “Material Customer”). Except as set forth in Section 3.21(a) of the Company Disclosure Schedule, since the Balance Sheet Date, no Material Customer, and no customer with international operations that was impacted by any hurricane or other natural disaster since the Balance Sheet Date, has cancelled or otherwise terminated, materially reduced, or provided written notice of its Subsidiaries each during intent or threat to cancel, terminate, or materially reduce, its relationship with the four (4) months ended September 30AGF Entities or change its prices. Since the Balance Sheet Date, 2015. Section 3.22 there has not been, and, to the Knowledge of the Disclosure Schedule also sets forthCompany, for each such supplier there has not been any threat of, any material Actions or material disputes between any AGF Entity, on the one hand, and customerany Material Customer, on the other hand. To the Knowledge of the Company, no Material Customer is insolvent, the aggregate payments from and to such Person by subject of a pending case under any Law regarding bankruptcy, insolvency or receivership, or has in the Company and past three (3) years made an assignment for the benefit of its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customerscreditors. (b) Since June 1, 2015, none Section 3.21(b) of the suppliers listed on Section 3.22 Company Disclosure Schedule sets forth a complete and correct list of the top thirty (30) suppliers of the AGF Entities, for the most recent fiscal year and the amount and percentages of purchases from each such supplier during such period (each, a “Material Supplier”). Except as set forth in Section 3.21(b) of the Company Disclosure Schedule Schedule, since the Balance Sheet Date, no Material Supplier has indicated that it shall stopcancelled or otherwise terminated, materially reduced, or provided written notice of its intent to cancel, terminate, or materially decrease the rate ofreduce, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its SubsidiariesAGF Entities. Neither Since the Balance Sheet Date, there has not been, and, to the Knowledge of the Company, nor there has not been any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate threat of, supplying products any material Actions or services to material disputes between any AGF Entity, on the Company or its Subsidiaries or otherwise materially change one hand, and any Material Supplier, on the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvencyother hand. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.44

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.17(a) sets forth a correct and complete list of the ten (10) largest suppliers (in terms of purchases measured by dollar volumevolume (collectively, “Material Suppliers”) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (in terms of sales measured by dollar volumevolume (collectively, “Material Customers”) of the Company and its Subsidiaries Business, in each during case for the four twelve (412) months ended September 30ending December 31, 20152020. Section 3.22 Since January 1, 2020, no Material Supplier has cancelled or otherwise terminated or, threatened in writing or, to the Knowledge of Seller, otherwise threatened, to (or its intent to) cancel or otherwise terminate, its relationship with the Business or to materially decrease its sales of supplies, materials, finished products or services to Seller or its Affiliates relating to the Business. Since January 1, 2020, no Material Customer has cancelled or otherwise terminated or, threatened in writing or, to the Knowledge of Seller, otherwise threatened, to (or its intent to) cancel or otherwise terminate its relationship with the Business or to materially decrease its usage or purchases of the Disclosure Schedule also sets forth, for each such supplier and customer, products from Seller or its Affiliates relating to the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customersBusiness. (b) Since June 1, 2015, none As of the suppliers listed on Section 3.22 date of this Agreement, Seller or its Affiliates have not agreed in writing, or, to the Knowledge of Seller, orally, with any existing customer to repurchase or issue a credit or allow a return in respect of any products of the Disclosure Schedule has indicated that it shall stopBusiness following the Closing Date, or materially decrease the rate of, supplying materials, products or services except to the Company extent such products of the Business fail to meet specifications. Schedule 4.17(b) contains (i) an accurate list of all consumer-oriented marketing programs under which Seller or its SubsidiariesAffiliates have current or future Liabilities, or otherwise materially change including coupons with respect to the terms Business (collectively, the “Consumer Programs”) and includes a description of each Consumer Program, the duration of such Consumer Program, and an estimate of Seller’s and its relationship Affiliates’ obligations under such Consumer Program; and (ii) a summary of all trade programs with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any customers of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 Business (the “Trade Programs”), including a brief description of the Disclosure Schedule will stopTrade Programs, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result ofpricing terms, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any duration of the Seller Parties know of any fact, condition or event which would adversely affect Trade Programs and the relationship estimated cost of the Company or its Subsidiaries with any such supplierTrade Programs. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.19 of the Company Disclosure Schedule sets forth a correct true and complete list of each of the top ten (10) largest suppliers customers of the Company and its Subsidiaries (by dollar volumerevenues as recorded in the Company’s consolidated books and records) (the “Material Customers”), for the fiscal year ended May 31, 2007, and the amount of products revenues recorded for each such Material Customer during such fiscal year. (b) Section 3.19 of the Company Disclosure Schedule sets forth a true and complete list of each of the top ten suppliers of the Company and its Subsidiaries (by expenses paid by the Company as recorded in the Company’s consolidated books and records) (the “Material Suppliers”), for the fiscal year ended May 31, 2007, and the amount of expenses paid by the Company to each Material Supplier during such fiscal year. (c) Except as set forth in Section 3.19 of the Company Disclosure, since June 1, 2007, no Material Supplier or services Material Customer (i) has provided the Company or its Subsidiaries any notice or communication terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiaries, and (ii) in the ten (10) largest customers (by dollar volume) case of any Material Customer, has returned or, to the Company’s Knowledge, threatened to return, a material amount of any of the Company and its Subsidiaries each during the four (4) months ended September 30products, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments equipments or goods purchased from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or (iii) has cancelled or otherwise materially change terminated any Company Contract or purchase or sales order with the terms Company that was material to the business of the Company and its Subsidiaries. (d) Except as set forth in Section 3.19 of the Company Disclosure, since January 1, 2004, no customer of the Company or its Subsidiaries that has purchased any vessels from the Company or its Subsidiaries for an aggregate price of more than $100,000 (any such customer, a “Vessels Customer”) (i) has provided the Company or its Subsidiaries any notice or communications terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, the business relationship with between the Company and its Subsidiaries and such Vessel Customer, as applicable, (ii) has returned or, to the Company’s Knowledge, threatened to return, uninstall or replace any of the vessels purchased from the Company or its Subsidiaries. Neither , or (iii) has cancelled or otherwise terminated any Company Contract or purchase order with the Company, nor any Company that was material to the business of the Company and its Subsidiaries. For purposes of clarification, nor a Vessels Customer shall not be deemed to have terminated, suspended or reduced in any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or material respect its Subsidiaries or otherwise materially change the terms of its business relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship (and no disclosure on Section 3.19 of the Company or its Subsidiaries with any Disclosure shall be required) solely because such supplier. (c) Since June 1, 2015, none Vessels Customer purchased all of the customers listed on Section 3.22 of the Disclosure Schedule has indicated vessels that it shall stop, or materially decrease the rate of, buying products or services originally intended to purchase from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule sets forth 4.11 contains a correct true and complete list of (i) the ten (10) largest suppliers (by names of, and the dollar volume) volume and percentage of products or services purchased from, each of the 10 largest suppliers of products and services to the Company and Business during its Subsidiaries, 1996 fiscal year and the ten first nine months of its 1997 fiscal year and (10ii) the dollar volume and percentage of sales to each of the 10 largest customers (in terms of sales and gross profits (which will be treated as Buyer Confidential Information and will not be disclosed in any filing except to the extent required by dollar volumeany Legal Requirement and then only in accordance with the procedures set forth in Section 6.3, if applicable) of the Company products and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 services of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries Business during such periods. There are no outstanding disputes with Seller has not received notice from any of such suppliers customer or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated supplier that it shall stopdoes not intend to continue, or materially decrease the rate ofcurrently is contemplating ceasing, supplying materials, products or services business dealings with Seller. 4.12 Transactions with Related Persons. Schedule 4.13 contains a true and complete description of all transactions relating to the Company Business or its Subsidiariesthe Acquired Assets between Seller, or otherwise materially change the terms any Benefit Plan of its relationship with the Company Seller or its Subsidiaries. Neither the Company, nor any of its SubsidiariesRelated Persons or any other Related Person of Seller that have occurred since December 31, nor 1994, or that have not been fully performed and discharged as of the date of this Agreement (whether under any of the Seller Parties has any reason to believe that any supplier Contracts listed on Section 3.22 Schedule 4.5 or otherwise), excluding purchases from the Business of Inventory in the ordinary course of business on customary, arms'-length terms. For purposes of this Agreement, a "Related Person" of a specified person is (i) an Affiliate of the Disclosure Schedule will stopperson specified, (ii) a director or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms officer of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any factforegoing referred to in this sentence, condition (iii) a spouse, parent, sibling, child, mother-or event which would adversely affect the relationship of the Company father-in-law, son-or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopdaughter-in-law, or materially decrease the rate of, buying products brother-or services from the Company or its Subsidiaries or otherwise materially change the terms sister-in-law of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of foregoing referred to in this sentence, and (iv) any fact, condition trust or event other estate in which would adversely affect the relationship any of the Company foregoing referred to in this sentence has a substantial beneficial interest or its Subsidiaries with as to which any such customerof the foregoing referred to in this sentence serves as trustee or in a similar fiduciary capacity.

Customers and Suppliers. (a) Section 3.22 3.15(a) of the Disclosure Schedule sets forth a correct true and complete list of the top ten (10) largest customers of the Business based on revenue of the Business for the twelve (12) month period prior the Execution Date, and the amount for which each such customer was invoiced during such period (collectively, the “Material Customers”). To the Existing Member’s Knowledge, no member of the Sasol Group has received any written notice that any of such Material Customers (excluding any Material Customers that have month-to-month Contracts with respect to the Business) (i) has ceased or materially reduced, or will cease or substantially reduce, use of products or services relating to the Business or (ii) has sought, or is seeking, to reduce the price it will pay for the products and services relating to the Business. (b) Section 3.15(b) of the Disclosure Schedule sets forth a true and complete list of the suppliers (other than law firms, accounting and audit firms, insurers, financial advisers or employee benefits administrators) with which the Sasol Group has made expenditures greater than one million dollars ($1,000,000) in the aggregate in connection with the Business during the twelve (12) month period prior to the Execution Date, and the amount for which each such supplier invoiced the Sasol Group with respect to the Business during such period (the “Material Suppliers”). To the Existing Member’s Knowledge, no member of the Sasol Group has received any written notice that there has been any material adverse change in the price of such supplies or services provided by dollar volume) of products any such Material Supplier (excluding any Material Suppliers that have month-to-month Contracts with respect to the Business), or that any such Material Supplier will not sell supplies or services to the Company at any time after the Closing Date on terms and conditions substantially the same as those used in its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services current sales to the Company or its SubsidiariesSasol Group, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason subject to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliergeneral and customary price increases. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.19(a) of the Company Disclosure Schedule sets forth a correct and complete list of each customer that accounted for revenues to the ten Company and its subsidiaries in the aggregate of more than one hundred thousand dollars (10$100,000) largest suppliers during the six months ended June 30, 2003 (by dollar volumeeach a "MAJOR CUSTOMER"), together with in each case the amount of revenues generated from each Major Customer during such period. Except as set forth in Section 4.19(a) of products the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is engaged in any material dispute with any Major Customer, and no Major Customer has provided the Company with written notice of termination of such Major Customer's business relationship with the Company or any of its subsidiaries. Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to the knowledge of the Company, no Major Customer intends to materially limit or reduce its business relations with the Company or any of its subsidiaries. (b) Section 4.19(b) of the Company Disclosure Schedule sets forth a list of each supplier of goods or services to the Company and its Subsidiaries, and subsidiaries (including the ten content providers) (10i) largest customers who is a supplier of critical or key elements (by dollar volumeincluding with respect to the Company Proprietary Assets) for the operation of the businesses of the Company and its Subsidiaries each during the four subsidiaries or (4ii) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by whom the Company and its Subsidiaries subsidiaries paid in the aggregate more than fifty thousand dollars ($50,000) during the six months ended June 30, 2003 (each a "MAJOR SUPPLIER"), together with in each case the amount paid to each Major Supplier during such periodsperiod. There are no outstanding disputes Except as set forth in Section 4.19(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is engaged in any material dispute with any Major Supplier, and no Major Supplier has provided the Company with written notice of termination of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its Major Supplier's business relationship with the Company or any of its Subsidiariessubsidiaries. Neither Except as set forth in Section 4.19(a) of the Company Disclosure Schedule, to the knowledge of the Company, nor any of no Major Supplier intends to materially limit or reduce its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship business relations with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliersubsidiaries. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 To the Knowledge of the Disclosure Schedule sets forth Company, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries take as a correct whole, (i) neither the Company nor any of its Subsidiaries has any outstanding disputes concerning Company Products with any customer who, in any of the previous two (2) fiscal years or the last twelve (12) months prior to the date hereof, was one of the ten (10) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a “Significant Customer”) and complete list (ii) neither the Company nor any of its Subsidiaries has received any written notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the consummation of the transactions contemplated hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company or any of its Subsidiaries (or the Surviving Corporation or Parent). (b) To the Knowledge of the Company, except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries take as a whole (i) neither the Company nor any of its Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier who, in any of the previous two fiscal years and the last twelve (12) months prior to the date hereof, was one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periods. There are no outstanding disputes with supplier (each, a “Significant Supplier”) and (ii) neither the Company nor any of its Subsidiaries has received any written notice from any Significant Supplier that such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it Significant Supplier shall stop, or materially decrease the rate of, supplying materials, products or services not continue as a supplier to the Company or its Subsidiaries, or otherwise materially change the terms any of its relationship Subsidiaries (or the Surviving Corporation or Parent) after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of Subsidiaries (or the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, Surviving Corporation or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierParent). (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.14(a) of the Disclosure Schedule Letter sets forth a correct true and complete list of (i) the names and addresses of the top ten customers and licensees of the Company and its Subsidiaries, (10ii) largest suppliers the amount for which each such customer was invoiced during such period and (iii) the percentage of the total sales represented by dollar volumesales to each such customer during such period. Neither the Company nor its Subsidiaries have received any notice nor have any reason to believe that any of such customers (A) is seeking a refund for the purchase of products and services from the Company or has a pending warranty claim, (B) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company and its Subsidiaries or (C) has sought, or is seeking, to reduce the price it will pay for such products and services, including as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Section 3.14(b) of the Disclosure Letter sets forth a true and complete list of (i) the top ten suppliers (by expense) of the Company and its Subsidiaries during for the 12 months ending November 30, 2010 and (ii) the amount for which each such supplier invoiced the Company and its Subsidiaries during such period. Neither the Company nor its Subsidiaries have received any notice or has any reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or than any such supplier will not sell supplies or services to Surviving Corporation after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30customary price increases, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or including as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAncillary Agreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.24 of the Disclosure Schedule sets forth (a) a correct and complete list showing each of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) 20 largest customers (by dollar volume) of the Company and its Subsidiaries each (on a consolidated basis) by dollar amounts of purchase made by such customer during the four 12-month period ended December 31, 2023 (4collectively, the “Material Customers”), and sets forth opposite such Material Customer’s name the amounts of purchases made by such customer during such period, and (b) months ended September 30, 2015. Section 3.22 a list showing the 10 largest suppliers of the Disclosure Schedule also sets forth, for each such supplier Company and customer, the aggregate payments from and to such Person its Subsidiaries (on a consolidated basis) by dollar amounts of purchases made by the Company and its Subsidiaries (on a consolidated basis) during the 12-month period ended December 31, 2023 (collectively, the “Material Suppliers”), and sets forth opposite such Material Supplier’s name the amounts of purchases made by the Company and its Subsidiaries (on a consolidated basis) during such periods. There are no outstanding disputes with any of such suppliers or customersperiod. (b) Since June January 1, 20152024, no Material Supplier or Material Customer has materially adversely amended or ceased its relationship with, materially decreased the amount of business done with or otherwise adversely modified (whether by amendment of a Contract with the Material Customer or Material Supplier or otherwise) in any material respect the terms of the business conducted with, the Company, and none of the suppliers listed on Section 3.22 Company or any of its Subsidiaries has received any written or, to the knowledge of the Disclosure Schedule has indicated Company, oral notice that it shall stop(i) any such Material Supplier or Material Customer plans to materially adversely amend or cease its relationship with, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, amount of business done with or otherwise materially change adversely modify (whether by amendment of a Contract with the Material Customer or Material Supplier or otherwise) in any material respect the terms of its relationship the business conducted with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any including as a result of the Seller Parties transactions contemplated hereby, or (ii) any Material Supplier or Material Customer has any reason requested or, to believe that any supplier listed on Section 3.22 the knowledge of the Disclosure Schedule will stopCompany, intends to request a material increase or materially decrease decrease, respectively, in the rate of, supplying products prices to be paid by or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any as applicable, other than in the ordinary course of the Seller Parties know of any fact, condition or event which would adversely affect the relationship business. None of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its SubsidiariesSubsidiaries are involved in any material disputes, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stopclaims, controversies or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries Actions with any such customerMaterial Supplier or Material Customer.

Customers and Suppliers. Schedule 3.21 sets forth a list of the Acquired Companies’ top 25 customers and top 25 suppliers for each of the fiscal years ended December 31, 2020, 2019 and 2018. Except as described on Schedule 3.21, no Acquired Company has received any indication, whether written or oral, and Company has no Knowledge, that (a) Section 3.22 any customer or supplier has stopped or materially decreased, or plans to stop or materially decrease, the amount of business done with any Acquired Company, (b) any customer has requested or received a decrease, or that 96760364_21 there is any intention or plan to provide a decrease, in the Disclosure prices paid to any Acquired Company that is or would be inconsistent with the terms of its existing Contract or order with any Acquired Company or (c) any supplier has requested or received an increase, or that there is any intention or plan to provide an increase, in the prices charged to any Acquired Company that is or would be inconsistent with the terms of its existing supply Contract with any Acquired Company. In addition, except as described on Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the 3.21, no Acquired Company and its Subsidiarieshas received any indication, and the ten (Company has no Knowledge, that customers which in the aggregate account for more than 10) largest customers (by dollar volume) % of the Company and its Subsidiaries each during the four Acquired Companies’ consolidated annual revenues (4a) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and plan or have threatened to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, stop or materially decrease the rate of, supplying materials, products amount of business conducted with the Acquired Companies or services to the Company (b) have requested or its Subsidiariesreceived any decreases, or otherwise materially change that there is any intention or plan to provide any decreases, in the prices paid to any of the Acquired Companies that are or would be inconsistent with the terms of its relationship existing Contracts with the Acquired Companies. In addition, except as described on Schedule 3.21, no Acquired Company or its Subsidiaries. Neither has received any indication, and the CompanyCompany has no Knowledge, nor any of its Subsidiaries, nor any that suppliers which in the aggregate account for more than 10% of the Seller Parties has any reason dollar amount of consolidated annual payments made by the Acquired Companies (a) plan or have threatened to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, stop or materially decrease the rate ofamount of business conducted with, supplying products or services materially increase the prices charged to, the Acquired Companies or (b) have requested or received any increases, or that there is any intention or plan to provide any increases, in the Company prices charged to any of the Acquired Companies that are or its Subsidiaries or otherwise materially change would be inconsistent with the terms of its relationship existing supply Contracts with the Acquired Companies. In addition, except as described on Schedule 3.21, no Acquired Company is involved in any material Action, claim or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries dispute with any such suppliercustomer or supplier of an Acquired Company. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume4.11(a) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 Disclosure Letter sets forth a list of the Disclosure Schedule also sets forthtop 15 customers of the Company and the Company Subsidiaries, for each such supplier and customertaken as a whole, the based on aggregate payments from and to such Person revenue received by the Company and its the Company Subsidiaries during the year ended December 31, 2022 (each, a “Material Customer” and each such periodsContract or active purchase order open as May 19, 2023 with a Material Customer, a “Material Customer Agreement”). There are no outstanding disputes Except as set forth on Section 4.11(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has received any written or, to the Company’s Knowledge, oral notice from any Material Customer that such Material Customer intends to: (i) cancel, terminate, renegotiate or change the scope of rights or obligations under any Contract with the Company or the Company Subsidiaries; (ii) materially reduce or alter its usage of the services or products of the Company or any Company Subsidiary; (iii) materially reduce or alter the frequency or volume of such suppliers purchase orders (or customerssimilar documents) submitted to or fulfilled for the Company or any Company Subsidiary; (iv) fail or refuse to renew any Contract with the Company or the Company Subsidiaries; or (v) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any state, federal or other jurisdictions. (b) Since June 1, 2015, none Section 4.11(b) of the Company Disclosure Letter sets forth a list of the top 15 suppliers listed and vendors of the Company and the Company Subsidiaries, taken as a whole, based on the consolidated cost of goods and services paid to such Persons by the Company and the Company Subsidiaries during the year ended December 31, 2022 (each, a “Material Supplier” and each such Contract or active purchase order open as May 19, 2023 with a Material Supplier, a “Material Supplier Agreement”). Except as set forth on Section 3.22 4.11(b) of the Company Disclosure Schedule Letter, neither the Company nor any Company Subsidiary has indicated received any written or, to the Company’s Knowledge, oral notice from any Material Supplier that it shall stopsuch supplier intends to: (i) cancel, terminate, renegotiate or change the scope of rights or obligations under any Contract with the Company or the Company Subsidiaries; (ii) materially decrease the rate of, supplying materials, reduce or alter its provision of services or products or services to the Company or its Subsidiaries, any Company Subsidiary; (iii) fail or otherwise materially change the terms of its relationship refuse to renew any Contract with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company Subsidiaries; or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with (iv) file for bankruptcy or insolvency. Neither the Companyvoluntarily or involuntarily enter into insolvency proceedings under any state, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition federal or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierother jurisdictions. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Except as set forth in Section 3.22 4.23(a) of the Company Disclosure Schedule sets forth a correct and complete list Schedule, neither (i) the Company nor any Subsidiary has received notice from any customer, or group of customers that are under common ownership or control, that (A) accounted for at least $60,000 of the ten aggregate products and services furnished by the Company and the Subsidiaries in the fiscal year ended December 31, 2003 or (10B) largest that is expected to account for at least $60,000 of the aggregate products and services to be furnished by the Company and the Subsidiaries in the fiscal year ending December 31, 2004, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has reduced or shall reduce purchases of, or has sought or is seeking to reduce the price it shall pay for, the Company’s or any Subsidiary’s products or services, nor (ii) has the Company or any Subsidiary received notice from any supplier, or group of suppliers that are under common ownership or control, that (A) accounted for at least $150,000 of the aggregate goods and services purchased by dollar volumethe Company in the fiscal year ended December 31, 2003 or (B) that is expected to account for at least $150,000 of products the aggregate goods and services purchased by the Company and the Subsidiaries in the fiscal year ending December 31, 2004, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to the Company and its SubsidiariesCompany, and or has reduced or shall reduce the ten (10) largest customers (by dollar volume) of supply of, or has sought or is seeking to increase the price it charges for, goods or services supplied to the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customersa Subsidiary. (b) Since June 1, 2015, none Except as set forth in Section 4.23(b) of the suppliers listed on Section 3.22 of Company Disclosure Schedule, and except for requests for call detail records for billing purposes, neither the Disclosure Schedule has indicated that it shall stopCompany nor any Subsidiary is currently involved in any dispute with, or materially decrease the rate ofhas received any notice of an intention to dispute from, supplying materialsor has received any request for audit, products accounting or services to review from, any Person (including a group of Persons that are under common ownership or control) with whom the Company or its Subsidiariesany Subsidiary does business, (i) with respect to any customer, or otherwise materially change group of customers that are under common ownership or control, (A) which involves an aggregate amount in excess of $60,000 in the terms fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of its relationship $60,000 in the fiscal year ending December 31, 2004, or (ii) with respect to any supplier, or group of suppliers that are under common ownership or control, (A) which involves an aggregate amount in excess of $150,000 in the fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of $150,000 in the fiscal year ending December 31, 2004, relating to any transactions or commitments made, or any contracts or agreements entered into, by the Company or its Subsidiaries. Neither any Subsidiary, on one hand, and such Person, on the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierother hand. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.20(a) of the Disclosure Schedule Schedules sets forth a complete and correct and complete list of of: (i) the ten (10) largest suppliers (by dollar volume) of products or services to the Company Seller and its SubsidiariesSubsidiaries associated with the Filter Business during each of the past three (3) fiscal years of the Seller and during the three (3) months ended March 31, and 2014 (in each case, based on dollar amount paid to such supplier during such year or quarter) (the “Top Suppliers”); (ii) the ten (10) largest customers (by dollar volume) of the Company Seller and its Subsidiaries associated with the Filter Business during each of the past three (3) fiscal years of the Seller and during the four three (43) months ended September 30March 31, 2015. Section 3.22 2014 (in each case, based on dollar amount of revenue recognized during such year or quarter) (the “Top Customers”); and (iii) the ten (10) largest distributors of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company Seller and its Subsidiaries associated with the Filter Business during each of the past three (3) fiscal years of the Seller and during the three (3) months ended March 31, 2014 (in each case, based on dollar amount of revenue recognized during such periods. There are no outstanding disputes with any of such suppliers year or customersquarter) (the “Top Distributors”). (b) Since June 1During the past six (6) years prior to the Agreement Date, 2015neither the Seller nor PIDSG has received any notice, none of letter, complaint or other communication from any Top Supplier, Top Customer or Top Distributor to the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated effect that it shall stop(i) has changed, modified, amended or reduced, or materially decrease the rate ofis reasonably likely to change, supplying materialsmodify, products amend or services to the Company or reduce, its Subsidiaries, or otherwise materially change the terms of its business relationship with the Company Seller and/or PIDSG in a manner that is, or is reasonably likely to be, adverse to the Seller and/or PIDSG, or (ii) will fail to perform, or is reasonably likely to fail to perform, its Subsidiariesobligations under any Contract with the Seller and/or PIDSG in any manner that is, or is reasonably likely to be, adverse to the Seller and/or PIDSG. Neither the CompanySince March 31, nor any 2014, there has been no cancellation of its Subsidiaries, nor any backlogged orders in excess of the Seller Parties has any reason average rate of cancellation prior to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierdate. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section Part 3.22 of the Disclosure Schedule sets forth Letter contains a correct complete and complete accurate list as of the ten date of this Agreement of: (10i) the 25 largest suppliers (by dollar volume) customers of products or services to the Company and its SubsidiariesSeymour Companies in terms of sales, and the ten amount of such sales to each such customer, during the last fiscal year, and (10ii) the 15 largest customers (by dollar volume) suppliers of the Company Seymour Companies in terms of purchases, and its Subsidiaries the amount of such purchases from each such Supplier, during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customerslast fiscal year. (b) Since June 1, 2015, none As of the suppliers listed on Section 3.22 date of this Agreement, the aggregate of all accepted and unfilled orders for the sale of goods by the Seymour Companies does not exceed $250,000, and the aggregate of all commitments for the purchase of supplies by the Seymour Companies does not exceed $100,000. (i) As of the Disclosure Schedule date of this Agreement, there exists no actual or, to the Knowledge of the Seymour Companies, threatened termination or cancellation of the business relationship of the Seymour Companies with any customer or group of customers which individually or in the aggregate would reasonably be expected to have a material adverse effect on the Seymour Companies; (ii) As of the date of this Agreement, there has indicated that it shall stopbeen no notice (written, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiariesknowledge of the Seymour Companies, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor oral) from any of the Seller Parties has any reason fifteen largest suppliers to believe the Seymour Companies that any such supplier listed will not continue to make deliveries on Section 3.22 the same price, quality and delivery terms and conditions consistent with past practices of such suppliers; (iii) As of the Disclosure Schedule will stopdate of this Agreement, there are no pending claims against the Seymour Companies to return merchandise by reason of alleged overshipments, defective merchandise or materially decrease otherwise, in excess of $50,000; (iv) There is no merchandise in the rate ofhands of customers under an understanding that such merchandise would be returned; and (v) If after the date of this Agreement, supplying products or services the Seymour Companies receive notice of any claims against the Seymour Companies to the Company or its Subsidiaries return merchandise by reason of alleged overshipments, defective merchandise or otherwise materially change the terms in excess of its relationship with the Company or its Subsidiaries after, or as a result of$50,000, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierSeymour Companies will use their reasonable best efforts to so notify HPII thereof promptly. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 2.24(a) of the Disclosure Schedule sets forth a correct true and complete list of (i) the names of the ten (10) largest customers for each segment of the Company and its Subsidiaries, measured by the amounts paid by such customers to the Company or its Subsidiaries during the twelve (12) months ended December 31, 2018 and the four (4) months ended April 26, 2019 (each, a “Top Customer”), (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. Except as set forth on Section 2.24(a) of the Disclosure Schedule, Seller has not received any notice of or otherwise has any reason to believe that any of such customers (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. None of such customers has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the Transactions. (b) Section 2.24(b) of the Disclosure Schedule sets forth a true and complete list of (i) the names of the ten (10) largest suppliers for each segment of the Company and its Subsidiaries (including Seller and its Affiliates), measured by dollar volumeamounts paid by the Company or its Subsidiaries to such suppliers during the twelve (12) months ended December 31, 2018 and the four (4) months ended April 26, 2019 (each, a “Top Supplier”), and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Except as set forth on Section 2.24(b) of products the Disclosure Schedule, Seller has not received any notice and does not otherwise have any reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such supplier (including Seller and its Affiliates), or that any such supplier (including Seller and its Affiliates) will not sell supplies or services to the Company and its Subsidiaries, Subsidiaries at any time after the Closing Date on terms and conditions substantially the ten (10) largest customers (by dollar volume) of same as those used in its current sales to the Company and its Subsidiaries each during the four (4) months ended September 30Subsidiaries, 2015subject to general and customary price increases. Section 3.22 of the Disclosure Schedule also sets forth, for each No such supplier and customer, has otherwise threatened to take any action described in the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierTransactions. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 The Company and the Stockholders have provided the Acquiror with true and complete lists of (i) the names and addresses of the Disclosure Schedule sets forth a correct and complete list of the ten (10) 25 largest suppliers (by dollar volumevolume of sales) customers of the Company and its Subsidiaries to which the Company or any of its Subsidiaries sells product, either for its own account or pursuant to a marketing or other contracts the year ended December 31, 2010 and, separately, for the eight months ended August 31, 2011, (ii) the amount for which each such customer was invoiced during such respective period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such respective period. Neither the Company nor any of its Subsidiaries has received any notice that any of such customers included on the list for the eight months ended August 31, 2011 (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries or (B) has sought, or is seeking, to reduce the price it will pay for the services of the Company or its Subsidiaries. To the knowledge of the Company and each Stockholder, none of such customers 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 and the Ancillary Agreements. (b) The Company and the Stockholders have provided the Acquiror with true and complete lists of (i) all suppliers (including Persons who provide product under marketing or other Contracts) of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate amount purchased for each such grower of at least $10,000 and for each other supplier of $100,000 or more, for the year ended December 31, 2010 and, separately, for the eight months ended August 31, 2011, and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such respective period. With respect to such growers, the true and complete list so provided includes the name of the grower, the start and end date of the relevant Contract, the region in which the grower is located, the types of berries involved, and the amount so invoiced. Neither the Company nor any of its Subsidiaries has received any notice that there has been any material adverse change in the price of such supplies or services provided by any such supplier included on the list for the eight months ended August 31, 2011 or than any such supplier will not sell supplies or services to the Surviving Corporation and its Subsidiaries at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and customary price increases. To the ten (10) largest customers (by dollar volume) knowledge of the Company and its Subsidiaries each during the four (4) months ended September 30Stockholder, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each no such supplier and customer, has otherwise threatened to take any action described in the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or preceding sentence as a result of, of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither and the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierAncillary Agreements. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Schedule 3.21(a) sets forth a list of the Company’s and its Subsidiaries top 30 customers and top 25 suppliers for (a) Section 3.22 each of the Disclosure Schedule sets forth a correct fiscal years ended December 31, 2017 and complete list of 2018 and (b) the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months 11-month period ended September November 30, 2015. Section 3.22 2019 (determined on a consolidated basis based on, in the case of the Disclosure Schedule also sets forth, for each such supplier and customercustomers, the aggregate payments from and to such Person amount of revenues recognized by the Company and its Subsidiaries during such periodsand, in the case of suppliers, the dollar amount of payments made by the Company and its Subsidiaries). There are no outstanding disputes with Except as described on Schedule 3.21(b), neither the Company nor any of such suppliers its Subsidiaries has received any indication (and, to the Company’s knowledge there is no basis to believe), that (a) any customer or customers. supplier has stopped or materially decreased, or plans to stop or materially decrease, the amount of business done with the Company or any of its Subsidiaries, (b) Since June 1any customer has requested or received a decrease, 2015or that there is any intention or plan to provide a decrease, none in the prices paid to the Company or any of its Subsidiaries that is or would be inconsistent with the suppliers listed terms of its existing contract or order with the Company or any of its Subsidiaries or (c) any supplier has requested or received an increase, or that there is any intention or plan to provide an increase, in the prices charged to the Company or any of its Subsidiaries that is or would be inconsistent with the terms of its existing supply contract with the Company or any of its Subsidiaries. In addition, except as described on Section 3.22 Schedule 3.21(b), neither the Company nor any of its Subsidiaries has received any indication, and the Disclosure Company has no knowledge, that customers set forth on Schedule has indicated that it shall stop, 3.21(a) (a) plan or have threatened to stop or materially decrease the rate ofamount of business conducted with the Company or any of its Subsidiaries or (b) have requested or received any decreases, supplying materialsor that there is any intention or plan to provide any decreases, products in the prices paid to any of the Company or any of its Subsidiaries that are or would be inconsistent with the terms of existing contracts with the Company or any of its Subsidiaries. A copy on the Company’s form of customer agreement is set forth on Schedule 3.21(c) and any customer contracts set forth on Schedule 3.21(a) with material differentiations to the form of customer agreement are set forth on Schedule 3.21(d). In addition, except as described on Schedule 3.21(e), neither the Company nor any of its Subsidiaries has received any written notice, and the Company has no knowledge, that suppliers set forth on Schedule 3.21(a) (a) plan or have threatened to stop or materially decrease the amount of business conducted with, or materially increase the prices charged to, the Company or any of its Subsidiaries or (b) have requested or received any increases, or that there is any intention or plan to provide any increases, in the prices charged to any of the Company or any of its Subsidiaries that are or would be inconsistent with the terms of existing supply contracts with the Company or any of its Subsidiaries. In addition, except as described on Schedule 3.21(f), neither the Company nor any of its Subsidiaries is involved in any material Action, claim or dispute with any customer or supplier. To the Company’s knowledge, there is no supplier of any product or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any Subsidiaries for which practical alternative sources of supply are not generally available in the Seller Parties has any reason to believe that any supplier listed marketplace on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliercomparable terms. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.23(a) sets forth a correct list of the ten (10) largest customers of the Business, as measured by revenue, for each of fiscal year 2013, fiscal year 2014 and complete fiscal year 2015, showing the approximate aggregate total receipts by each of Intasco and Intasco USA for each such customer during such period (“Material Customers”). All Material Customers continue to be customers of the Business and neither Intasco or Intasco USA has received written or, to the Seller’s Knowledge, oral notice that any Material Customer intends to terminate its business relationship with Intasco or Intasco USA or to cease to purchase or adversely change in a significant manner the quantity purchased from either of any products or services or the pricing or other material economic terms of its business with either Intasco or Intasco USA. (b) Schedule 4.23(b) sets forth a list of the ten (10) largest suppliers (of the Business, as measured by dollar volume) costs, for each of products or services to the Company and its Subsidiariesfiscal year 2013, fiscal year 2014 and the ten (10) largest customers (fiscal year 2015, showing the approximate aggregate total expenditures by dollar volume) each of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, Intasco or Intasco USA for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periodsperiod (“Material Suppliers”). There are no outstanding disputes Neither Intasco nor Intasco USA has received written, or, to the Seller’s Knowledge, oral notice that any Material Supplier intends to terminate its business relationship with either or to cease to supply or adversely change in a significant manner its price or terms to either of any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierservices. (c) Since June 1Within the last twelve (12) months (i) there has been no material adverse change in the relationships of either Intasco or Intasco USA with its (A) Material Suppliers, 2015or (B) Material Customers, none and (ii) there has been no incentive or other benefits, time sensitive or otherwise, offered to any distributor or other customer by or on behalf of either Intasco or Intasco USA to induce them to purchase inventory or services in excess of the customers listed on Section 3.22 amounts they would purchase in the ordinary course in the absence of any such incentives or benefits. (d) To Seller’s knowledge, there is no reason to anticipate that the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms benefits of its any relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition Material Customers or event which would adversely affect Material Suppliers will not continue after the relationship Closing in substantially the same manner as prior to the date of the Company or its Subsidiaries with any such customerAgreement.

Customers and Suppliers. (a) Section 3.22 Schedule 3.18(a) of the Disclosure Schedule Schedules sets forth a correct true and complete list of (i) the top ten (10) largest suppliers customers of the Business (by dollar volume) of products or services to including the Company Seller and its Subsidiaries, and the ten (10Affiliates) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) 12 months ended September 30, 2015. Section 3.22 2017, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the Disclosure Schedule also sets forth, for total sales of the Business represented by sales to each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries customer during such periodsperiod. There are no outstanding disputes with None of the Seller Entities have received any notice or has knowledge that any of such suppliers customers (including the Seller and its Affiliates) has ceased or customerssubstantially reduced, or will cease or substantially reduce, use of products or services of the Business and none of the Seller Entities has received any written notice that any of such customers (including the Seller and its Affiliates) has sought, or is seeking, to reduce the price it will pay for the services of the Business. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 Schedule 3.18(b) of the Disclosure Schedule Schedules sets forth a true and complete list of (i) the top ten (10) suppliers of the Business (including the Seller and its Affiliates) from which the Seller Entities ordered products or services with an aggregate purchase price for the 12 months ended September 30, 2017 and (ii) the amount for which each such supplier invoiced any of the Seller Entities during such period. The Seller has indicated not received any notice or has knowledge that it shall stopthere has been any material adverse change in the price of such supplies or services provided by any such supplier (including the Seller and its Affiliates), or materially decrease than any such supplier (including the rate of, supplying materials, products Seller and its Affiliates) will not sell supplies or services to the Company or Buyer at any time after the Closing Date on terms and conditions substantially the same as those used in its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of current sales to the Seller Parties has any reason Entities, subject to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliergeneral and customary price increases. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.22(a) sets forth a true, complete and correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its the Company Subsidiaries each during the four two (42) months ended September 30, 2015. Section 3.22 of years prior to and ending on the Disclosure Schedule also sets forth, for Closing Date (each such supplier and customer, a “Key Customer”) and the aggregate amount of payments from and to made by each such Person by the Company and its Subsidiaries Key Customer during each such periods. There are no outstanding disputes with any of such suppliers or customersperiod. (b) Since June 1Schedule 4.22(b) sets forth a true, 2015, none complete and correct list of the vendors and suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease Company and the rate of, supplying materials, products or services Company Subsidiaries to whom the Company or its Subsidiariesa Company Subsidiary, as applicable, made annual payments in excess of $1 million during the two (2) years prior to and ending on the Closing Date (each such vendor or supplier, a “Key Supplier”) and the amount of payments made by the Company or a Company Subsidiary to each such Key Supplier during each such period. (c) No Key Customer or Key Supplier has (i) ceased, canceled, suspended or otherwise terminated, or notified (whether in writing or orally) the Company or any Company Subsidiary that it will cease, cancel, suspend or otherwise terminate, or has threatened (whether in writing or orally) to cease, cancel, suspend, or otherwise materially change terminate, nor to the terms of Company’s Knowledge does any such Key Customer or Key Supplier intend to cease, cancel, suspend or otherwise terminate, the business such Key Customer or Key Supplier conducts with, or such Key Customer’s or Key Supplier’s relationship with, the Company or any Company Subsidiary, or (ii) modified, or notified (whether in writing or orally) the Company or any Company Subsidiary that it will, nor to the Company’s Knowledge does any such Key Customer or Key Supplier intend to, modify its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or Company Subsidiary in a manner materially decrease the rate of, supplying products or services adverse to the Company or its Subsidiaries any Company Subsidiary (including by changing the amount, frequency, pricing or otherwise materially change the payment terms or other terms of its relationship such Key Customer’s or Key Supplier’s business with the Company or its Subsidiaries afterany Company Subsidiary), or as a result ofclaimed it is entitled to receive, the consummation of or has received or claimed, any transactions contemplated by this Agreement credit, offset, discount (or that absence thereof) or payment, or has threatened (whether in writing or orally) any such supplier is threatened with bankruptcy materially adverse modification or insolvencyclaim for any credit, offset, discount (or absence thereof) or payment. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship None of the Company or its Subsidiaries any Company Subsidiary is involved or, within the past three years, has been involved, in any Action with any such supplierKey Customer or Key Supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Section 3.21 of the Transferor Disclosure Schedules lists the names of (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company Transferor and its Subsidiaries measured by the aggregate amount of revenue from customers with respect to the Transferred Business in respect of each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forthyears ended December 31, for each such supplier 2022 and customer, 2023 (the aggregate payments from “Largest Customers”) and to such Person by (b) the Company twenty (20) largest suppliers of Transferor and its Subsidiaries during such periods. There are no outstanding disputes measured by the aggregate amount of payments to suppliers with any respect to the Transferred Business in respect of such suppliers or customers. each of the years ended December 31, 2022 and 2023 (clauses (a) and (b) ), the “Largest Customers and Suppliers”). Since June January 1, 20152022, none of the suppliers listed on Section 3.22 Largest Customers and Suppliers has canceled, terminated, materially and adversely modified or materially decreased its commercial relationship with Transferor or its Subsidiaries with respect to the Transferred Business or has proposed in writing or provided written notice of its intent or consideration, or to the Knowledge of Transferor, threatened, to do the same. None of the Disclosure Schedule Largest Customers and Suppliers has indicated delivered a written notice in which it has communicated that it shall stopwill not renew such customer’s or supplier’s Transferred Business relationship with Transferor at the end of the term of the applicable Material Contract in effect with such party or that it intends to materially reduce its relationship, or materially decrease the rate ofadversely modify its relationship, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its SubsidiariesTransferred Business. Neither the CompanySince January 1, 2022, neither Transferor nor any of its SubsidiariesSubsidiaries has received any complaint concerning the products and services of the Transferred Business from a purchaser thereof, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, Transferor nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with had any such supplierproducts returned by a purchaser thereof, other than complaints and returns that, individually or in the aggregate, would not reasonably be expected to be material. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 The attached Schedule 6.18(a) lists (i) each customer of the Disclosure Schedule sets forth a correct and complete list Business accounting for more than 1% of the ten gross revenues of the Business for each of the two most recent fiscal years (10) largest suppliers (by dollar volume) of products or services to and the Company and its Subsidiariesrevenues generated from such customer), and the ten (10ii) largest any additional current customers (by dollar volume) which Sellers reasonably anticipate shall account for more than 1% of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 gross revenues of the Disclosure Schedule also sets forth, Business for each such supplier and customerthe current fiscal year (collectively, the aggregate payments from and "Material Customers"). Except as set forth on Schedule 6.18(a), (i) all Material Customers continue to such Person by be customers of the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. Business, (bii) Since June 1, 2015, none of the suppliers listed on Section 3.22 Sellers has received any notice, nor is any Seller otherwise aware, that any Material Customer will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2005 or the three-month period ended March 31, 2006; (iii) since the date of the Disclosure Schedule Latest Balance Sheet, no Material Customer has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of terminated its relationship with the Company or its Subsidiaries. Neither Business or, to the CompanySellers' knowledge, nor any of its Subsidiaries, nor any threatened to do so; (iv) since the date of the Seller Parties Latest Balance Sheet, no Material Customer has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopmodified or, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of Sellers' knowledge, indicated that it intends to modify its relationship with the Company Business in a manner which is less favorable in any material respect to the Business or its Subsidiaries afterhas agreed not to or, to the Sellers' knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business as of the date hereof; and (v) none of the Sellers is involved in any material claim, dispute or controversy with any Material Customers. No Material Customer has threatened to take any of the actions described in this Section 6.18(a) as a result of, of the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy the other Transaction Documents or insolvencyotherwise. Neither To Sellers' knowledge, since the Company, nor any of its Subsidiaries, nor any date of the Seller Parties know of any factLatest Balance Sheet, condition or event which would adversely affect there has been no other adverse change in the relationship of between the Company or its Subsidiaries with Business and any such supplierMaterial Customer. (cb) Since June 1The attached Schedule 6.18(b) lists each vendor, 2015supplier, service provider and other similar business relation of the Business from whom Sellers purchased greater than $50,000 in goods and/or services over the course of the 12 months ending December 31, 2004 or December 31, 2005, the amounts owing to each such Person, and whether such amounts are past due (the "Material Suppliers"). Except as set forth on Schedule 6.18(b), (i) all Material Suppliers continue to be suppliers of the Business; (ii) none of the customers listed on Section 3.22 Sellers has received any notice, nor is any Seller otherwise aware, that any Material Supplier will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2005 or the three-month period ended March 31, 2006; (iii) since the date of the Disclosure Schedule Latest Balance Sheet, no Material Supplier has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of terminated its relationship with the Company or its Subsidiaries. Neither Business or, to the CompanySellers' knowledge, nor any of its Subsidiaries, has any reason threatened to believe that any customer listed on Section 3.22 do so; (iv) since the date of the Disclosure Schedule will stopLatest Balance Sheet, or materially decrease no Material Supplier has modified or, to the rate ofSellers' knowledge, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of indicated that it intends to modify its relationship with the Company Business in a manner which is less favorable in any material respect to the Business or its Subsidiaries afterhas agreed not to or, to the Sellers' knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business on the date of hereof; and (v) none of the Sellers is involved in any material claim, dispute or controversy with any Material Supplier. No Material Supplier has threatened to take any of the actions described in this Section 6.18(b) as a result of, of the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy the other Transaction Documents or insolvencyotherwise. Neither To the CompanySellers' knowledge, nor any of its Subsidiaries, nor any since the date of the Seller Parties know of any factLatest Balance Sheet, condition or event which would adversely affect there has been no other adverse change in the relationship of between the Company or its Subsidiaries with Business and any such customerMaterial Supplier.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services Except to the Company and extent attributable to such Person’s bona fide responses to the COVID-19 pandemic (including responses to actions, rules, regulations or requirements of a Government Body in response or related to the COVID-19 pandemic), (i) no customer that was billed more than $750,000 during the preceding 12-month period has materially reduced, or indicated in writing its Subsidiariespresent intention to materially reduce, its business with any Acquired Entity or Seller from the current levels or amounts of such business, and (ii) no Acquired Entity or Seller has received any written notice or communication to the ten effect that (10A) largest customers (by dollar volume) of the Company and any such customer has cancelled or terminated, or intends to cancel or terminate, its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes relationship with any Acquired Entity or Seller, or (B) any such customer intends to amend any material terms of such suppliers any Contract with any Acquired Entity or customersSeller, or cease to purchase from or use the services of, or substantially reduce purchases from or the use of services of any Acquired Entity or Seller. (b) Since June 1Except to the extent attributable to such Person’s bona fide responses to the COVID-19 pandemic (including responses to actions, 2015rules, none regulations or requirements of a Government Body in response or related to the suppliers listed on Section 3.22 of COVID-19 pandemic), (i) no vendor or supplier for which any Acquired Entity or Seller was invoiced more than $750,000 during the Disclosure Schedule preceding 12-month period has materially reduced, or, indicated in writing its intention to materially reduce, its business with any Acquired Entity or Seller, and (ii) no Acquired Entity or Seller has received any written notice or written communication to the effect that it shall stop(A) any such vendor or supplier has cancelled or terminated, or materially decrease the rate ofintends to cancel or terminate, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company any Acquired Entity or its Subsidiaries. Neither the CompanySeller, nor (B) any such vendor or supplier intends to amend any material terms of its Subsidiariesany Contract with any Acquired Entity or Seller, nor any of the Seller Parties has any reason cease to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopsell to, or materially decrease the rate ofsubstantially reduce sales to, supplying products any Acquired Entity or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries afterSeller, or as a result of(C) except in the ordinary course of business consistent with past practice, the consummation of any transactions contemplated by this Agreement or that any such vendor or supplier is has increased or will increase the prices it charges any Acquired Entity or Seller or has reduced, will reduce or has threatened with bankruptcy to reduce the discounts it offers to any Acquired Entity or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierSeller. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 5.14(a) of the Disclosure Schedule sets forth a correct list of the twenty five (25) largest customers (“Material Customers”) of the Group Companies, as measured by the dollar amount of revenues recognized by the Company, during the twelve (12) month period ended December 31, 2021 and complete the fourteen (14) day period ened January 14, 2022, showing the amount of revenues recognized by the Group Companies from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. None of the Material Customers have been in arrears to the Company more than ninety (90) days in the twelve (12) month period prior to the date of this Agreement. (b) Section 5.14(b) of the Disclosure Schedule sets forth a list of all Contracts with Material Customers which are the subject of an ongoing competitive bidding process, or for which the Company has been notified or informed in writing or, to the Knowledge of the Company, orally, that it will be the subject of a competitive bidding process within twelve (12) months after the date of this Agreement. (c) Section 5.14(c) of the Disclosure Schedule sets forth a list of the ten (10) largest suppliers (“Material Suppliers”) of the Group Companies, as measured by the dollar volumevolume of purchases from such suppliers, during the twelve (12) month period ended December 31, 2021, and the fourteen (14) day period ended January 14, 2022, showing the amount of payments made by the Group Companies to each such supplier during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Supplier. There are no suppliers of products or services to the Company that are material to the Group Companies’ business with respect to which practical alternative sources of supply are not generally available on comparable terms and its Subsidiaries, and conditions in the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customersmarketplace. (bd) Since June 1No Group Company has received notice from any Material Customer or Material Supplier that such Material Customer or Material Supplier, 2015and to the Company’s Knowledge, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopno Material Customer or Material Supplier, will, intends to, or materially decrease is considering terminating, cancelling, discontinuing, reducing, changing the rate terms (whether related to payment, price, quantity of business or otherwise) of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of adversely modifying, in each case in any material respect, its relationship business with the Company or its Subsidiaries. Neither the CompanyGroup Companies, nor any whether as a result of its Subsidiaries, nor any of the Seller Parties has transaction described in this Agreement or otherwise (and the Company does not have any reason reasonable basis to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, reasons exist or as a result of, of the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy potential change in management or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship ownership of the Company would exist for any Material Customer or its Subsidiaries Material Supplier to take any such action). No Group Company is, or has during the past twelve (12) months been, involved in any material claim, dispute or controversy with any such supplierMaterial Customer or any Material Supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.20(a) of the Company Disclosure Schedule Letter sets forth a correct true and complete list of (i) the names of the top ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its the Company Subsidiaries on a consolidated basis based on xxxxxxxx during each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forthfiscal years ended December 31, 2015 and December 31, 2014, (ii) the amount for which each such supplier and customer, the aggregate payments from and to such Person by customer generated revenue for the Company and its the Company Subsidiaries during each such periods. There are no outstanding disputes with any fiscal year and (iii) the percentage of the consolidated total sales of the Company and the Company Subsidiaries represented by sales to each such suppliers or customerscustomer each such year. (b) Since June 1Section 4.20(b) of the Company Disclosure Letter sets forth a true and complete list of (i) the names of the top ten (10) suppliers of the Company and the Company Subsidiaries on a consolidated basis based on expenses during each of the fiscal years ended December 31, 20152015 and December 31, 2014, (ii) the amount for which each such supplier invoiced the Company and the Company Subsidiaries during each such fiscal year and (iii) the percentage of the consolidated total expenses of the Company and the Company Subsidiaries represented by sales from each such supplier each such year. (c) During the three (3) year period prior to the date hereof, none of the suppliers listed Company nor any Company Subsidiary has received any notice that any customer set forth on Section 3.22 4.20(a)of the Company Disclosure Letter or any supplier set forth on Section 4.20(b) of the Company Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, Letter may cancel or otherwise materially change the terms of and adversely modify its relationship with the Company or any Company Subsidiary or limit its Subsidiaries. Neither the Companyservices, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, supplies or materially decrease the rate of, supplying products or services materials to the Company or any Company Subsidiary, or its Subsidiaries usage or otherwise materially change purchase of the terms services and products of its relationship with the Company or its and the Company Subsidiaries after, or either as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition Transactions or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierotherwise. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 As of the Disclosure Schedule sets forth a correct date hereof and complete list as of the ten Closing Date, no customer which individually accounted for more than 5% of the Company’s gross revenues during the 12-month period preceding the date hereof, and no supplier of the Company, has cancelled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate its relationship with the Company, or has at any time on or after the Company Balance Sheet Date decreased materially its services or supplies to the Company in the case of any such supplier, or its usage of the services or products of the Company in the case of such customer, and to the Company’s and the Selling Stockholders’ knowledge, no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or to decrease materially its services or supplies to the Company or its usage of the services or products of the Company, as the case may be. As of the date hereof and as of the Closing Date, no customer which individually accounted for more than 5% of the Company’s gross revenues during the 12 month period preceding the Closing Date, has cancelled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company, and to the Company’s and the Selling Stockholders’ knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company or to decrease materially its usage of the services or products of the Company. The Company has not knowingly breached, so as to provide a benefit to the Company that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company. To the Company’s and the Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Tax credit (10including research and development credits) largest suppliers (or other subsidy or rebate from a Governmental Entity or other third party with respect to any of the amounts paid by dollar volume) of products or services STMicroelectronics to the Company and its SubsidiariesSubsidiaries since January 1, 2005. To the Company’s and the ten Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Tax credit (10including research and development credits) largest customers (by dollar volume) or other subsidy or rebate from a Governmental Entity or other third party with respect to more than 5% of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and amounts paid by STMicroelectronics to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June the period from January 1, 20152002 through December 31, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier2004. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. Schedule 3.28 sets forth a true and complete list, for the 12 months ended June 30, 2013, of (a) Section 3.22 the five (5) largest “Mass Channel” customers of goods and services of the Disclosure Schedule sets forth a correct Companies and complete list of the Subsidiaries measured in aggregate sales in U.S. dollars and (b) the ten (10) largest suppliers (by dollar volume) of products or goods and services to the Company and its Subsidiaries, Companies and the ten (10) largest customers (by dollar volume) Subsidiaries measured in aggregate purchases in U.S. dollars. As of the Company and its Subsidiaries each during date hereof, (i) none of such customers has (A) (x) cancelled or otherwise terminated or (y) to the four (4) months ended September 30knowledge of Sellers, 2015. Section 3.22 threatened to cancel or otherwise terminate, or intends to cancel or otherwise terminate, the relationship of such Person with the Companies or any of the Disclosure Schedule also sets forthSubsidiaries or (B) (x) decreased materially or (y) to the knowledge of Sellers, for each threatened to decrease materially, or intends to decrease materially (1) its purchases from the Companies or any of the Subsidiaries or (2) the price at which it purchases products from the Companies or any of the Subsidiaries such supplier and customer, that a material reduction of the aggregate payments from and margins with respect to products sold to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any customer would occur, (ii) none of such suppliers has (A) (x) cancelled or customers. otherwise terminated or (by) Since June 1to the knowledge of Sellers, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopthreatened to cancel or otherwise terminate, or materially decrease the rate of, supplying materials, products or services intends to the Company or its Subsidiaries, cancel or otherwise materially change terminate, the terms relationship of its relationship such Person with the Company Companies or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason Subsidiaries or (B) (x) decreased materially or (y) to believe that any supplier listed on Section 3.22 the knowledge of the Disclosure Schedule will stopSellers, threatened to decrease materially, or intends to decrease materially decrease the rate of, supplying products its services or services supplies to the Company Companies or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know Subsidiaries and (iii) in the aggregate, “Pro Channel” customers have not (A) (x) cancelled or otherwise terminated or (y) to the knowledge of any factSellers, condition threatened to cancel or event which would adversely affect otherwise terminate, or intend to cancel or otherwise terminate, the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship Person with the Company Companies or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know Subsidiaries or (B) (x) decreased materially or (y) to the knowledge of Sellers, threatened to decrease materially or intend to decrease materially (1) its purchases from the Companies or any fact, condition or event which would adversely affect the relationship of the Company Subsidiaries or its (2) the price at which it purchases products from the Companies or any of the Subsidiaries such that a material reduction of the margins with any respect to products sold to such customercustomer would occur, that would reasonably be expected to result in losses of net revenue of the Companies and the Subsidiaries in excess of $15 million.

Customers and Suppliers. (a) Section 3.22 Schedule 2.28(a) contains a true and complete list of the Disclosure names and addresses of the Company’s and the Subsidiaries’ twenty-five (25) largest customers (“Customers”) during each of calendar years 2003 and 2004 and year-to-date 2005. Except as set forth on Schedule sets forth 2.28(a), in the last twelve (12) months, no such Customer (i) has cancelled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has advised the Company or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, or to materially and adversely change the terms upon which it pays for goods or services from the Company or any Subsidiary, or (iii) could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to suspend or terminate its reimbursement to the Company or any Subsidiary or to materially and adversely change the terms upon which it pays for goods or services from the Company or any Subsidiary as a correct result of the consummation of the transactions contemplated by this Agreement or otherwise. Subject to the receipt of all applicable consents, approvals and authorizations described in Schedule 2.33, except as described on Schedule 2.28(a), the Company and the Subsidiaries have maintained and continue to maintain good relationships with their Customers and neither the Company nor any Subsidiary is aware of any reason that such relationships will suffer any material adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the consummation of the transactions contemplated by this Agreement or the Collateral Agreements, provided the Business of the Company and the Subsidiaries continues to be conducted in substantially the same manner as heretofore. (b) Schedule 2.28(b) contains a true and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its the Subsidiaries as measured by the Company’s and the Subsidiaries’ purchases of goods or services during each during the four (4) months ended September 30of calendar years 2003 and 2004 and year-to-date 2005. Except as set forth on Schedule 2.28(b), 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each no such supplier and customer(i) has cancelled, the aggregate payments from and to such Person by suspended or otherwise terminated its relationship with the Company and or any Subsidiary, (ii) has advised the Company or any Subsidiary of its Subsidiaries during such periods. There are no outstanding disputes intention to cancel, suspend or otherwise terminate its relationship with the Company or any of such suppliers Subsidiary, to increase its pricing to the Company or customers. (b) Since June 1any Subsidiary, 2015to curtail its accommodations, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products sales or services to the Company or its Subsidiaries, any Subsidiary or otherwise to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) subject to the receipt of all applicable consents, approvals and authorizations described in Schedule 2.33, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to increase its Subsidiaries. Neither the Companypricing, nor any of to curtail its Subsidiariesaccommodations, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products sales or services to the Company or its Subsidiaries any Subsidiary or otherwise to materially and adversely change the terms upon which it sells its products to the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. To the Company’s or the Stockholders’ Knowledge, there are no current threatened or reasonably anticipated restrictions on the supply of goods and services to the Company or any Subsidiary. The Company and the Subsidiaries have maintained and continue to maintain good relationships with their suppliers and neither the Company nor any Stockholder has any Knowledge that any supplier intends to materially adversely change its relationship with the Company or its Subsidiaries after, or any Subsidiary in the foreseeable future (other than as a result ofof conditions affecting the industry generally), including, without limitation, as a result of the consummation of any the transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither Agreement, provided the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship Business of the Company or its Subsidiaries with any such suppliercontinues to be conducted in substantially the same manner as heretofore, and subject to the receipt of all applicable consents, approvals and authorizations described in Schedule 2.33. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 Neither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) the three fiscal years ended March 30, 2013 was, and/or (ii) the fiscal year ending March 31, 2014 is projected to be, one of the Disclosure Schedule sets forth twenty (20) largest customers of Company Products based on amounts paid or payable to the Company or its Subsidiaries by such customers (each, a correct “Significant Customer”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and complete list any such disputes that did not, and/or are not projected to, exceed $500,000 in the aggregate. Neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the consummation of the transactions contemplated hereby or that such Significant Customer intends to terminate or materially modify any existing Contracts with the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries. (b) Neither the Company nor any of its Subsidiaries has any outstanding dispute concerning products and/or services provided by any supplier, who in either (i) the fiscal year ended March 30, 2013 was, and/or (ii) in the fiscal year ending March 31, 2014 is projected to be, one of the ten (10) largest suppliers (by dollar volume) of products or and/or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person based on amounts paid or payable by the Company and its Subsidiaries during to such periods. There supplier (each, a “Significant Supplier”) other than any such dispute that did not, and/or is not projected to, exceed $50,000 individually and any such disputes that did not, and/or are no outstanding disputes with any of such suppliers or customers. (b) Since June 1not projected to, 2015, none of exceed $150,000 in the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiariesaggregate. Neither the Company, Company nor any of its SubsidiariesSubsidiaries has received any written or, nor any to the knowledge of the Seller Parties has Company, oral notice from any reason to believe Significant Supplier that any such Significant Supplier shall not continue as a supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company (or the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or otherwise that such Significant Supplier intends to terminate or materially change the terms of its relationship modify existing Contracts with the Company (or its Subsidiaries after, the Surviving Corporation or as a result of, the consummation Parent) of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.ARTICLE IV

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.24(a) sets forth a correct list of the ten (10) largest customers of the Acquired Companies (the “Material Customers”), measured by Dollar volume of the aggregate purchases by all customers, during each of the 2017 calendar year and complete the period beginning on January 1, 2018 and ending on November 30, 2018, showing the amount of payments made by such customers during each such period; provided, that “customers” shall include third parties on whose behalf any Acquired Company markets products, even if such third parties pay any Acquired Company for such marketing services via third party payment processors or platforms. To the Knowledge of Sellers, there are no bankruptcies filed by, on behalf of, or against any Material Customer. To the Knowledge of Sellers, no Material Customer intends to terminate, cancel or materially change any Contract with any Acquired Company or its use of goods or services of any Acquired Company to the detriment thereof in the future. Except as specifically disclosed on Schedule 4.24(a), the Acquired Companies are not involved in any dispute or controversy with any Material Customer, and no promotional sale, discount, rebate, write-down or other similar accommodations have been made, offered or promised to any Material Customer outside of the Ordinary Course. (b) Schedule 4.24(b) sets forth a list of the ten (10) largest suppliers (by dollar volume“Material Suppliers”) of products or services to any Acquired Company, as measured by the Company and its SubsidiariesDollar volume of purchases from such suppliers by any Acquired Company, in the aggregate, during each of the 2017 calendar year and the ten (10) largest customers (by dollar volume) of the Company period beginning on January 1, 2018 and its Subsidiaries each during the four (4) months ended September ending on November 30, 2015. Section 3.22 2018, showing the amount of the Disclosure Schedule also sets forth, for payments made by any Acquired Company to each such supplier and customerduring each such period. To the Knowledge of Sellers, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There there are no outstanding disputes with any of such suppliers or customers. (b) Since June 1bankruptcies filed by, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopbehalf of, or materially decrease against any Material Supplier. To the rate ofKnowledge of Sellers, supplying materialsno Material Supplier intends to terminate, products cancel or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship any Contract with the Company any Acquired Company, or its Subsidiaries. Neither the Company, nor any provision of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products goods or services to any Acquired Company to the Company or its Subsidiaries or otherwise materially change detriment thereof in the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierfuture. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 2.25(a) of the Disclosure Schedule sets forth contains a true, correct and complete list of all customers, dealers, distributors, sales representatives, OEMs, value added resellers, remarketers, resellers and other licensees of any of the ten Company Products who, in either (10i) largest suppliers the fiscal year ended December 31, 2019 and/or (by dollar volumeii) of products or services the fiscal year ended December 31, 2020, represented aggregate revenues to the Company and its Subsidiariesof $20,000 or more during such period (each, and a “Significant Customer”). The Company does not have any outstanding material disputes concerning any Company Products with any Significant Customer. The Company has not received any written or, to the ten (10) largest customers (by dollar volume) Knowledge of the Company, oral notice from any Significant Customer that such Significant Customer shall not continue as a customer of the Company and its Subsidiaries each during (or, after the four (4) months ended September 30, 2015. Section 3.22 consummation of the Disclosure Schedule also sets forthTransactions, for each or Parent, either of the Surviving Entities or their respective subsidiaries) or that such supplier and customer, the aggregate payments from and Significant Customer intends to such Person by terminate or materially modify its existing Contracts with the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers (or customersthe Second Merger Surviving Entity or Parent). (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 2.25(b) of the Disclosure Schedule has indicated that it shall stopcontains a true, or materially decrease correct and complete list of all Persons who, in either (i) the rate offiscal year ended December 31, supplying materials2019 and/or (ii) in the fiscal year ended December 31, 2020 were one of the twenty (20) largest suppliers of products or and/or services (other than consultants) to the Company based on amounts paid or its Subsidiariespayable by the Company to such Person during such period but solely to the extent such supplier was paid or owed $20,000 or more by the Company during such period (each, a “Significant Supplier”). The Company does not have any outstanding material disputes concerning any Company Products with any Significant Supplier. The Company has not received any written or, to the Knowledge of the Company, oral notice from any Significant Supplier that such Significant Supplier shall not continue as a supplier to the Company (or, after the consummation of the Transactions, or otherwise Parent, either of the Surviving Entities or their respective subsidiaries) or that such Significant Supplier intends to terminate or materially change the terms of modify its relationship existing Contracts with the Company (or its Subsidiariesthe Second Merger Surviving Entity or Parent). Neither As of the date hereof and Closing, the Company has access on commercially reasonable terms to all products and services reasonably necessary to carry on the Company’s business as presently conducted, nor any and the Company has no Knowledge of its Subsidiaries, nor any of the Seller Parties has any reason why it will not continue to believe that any supplier listed have such access on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such suppliercommercially reasonable terms. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Except as set forth in Section 3.22 5.22(a) of the Parent Disclosure Schedule sets forth a correct and complete list Schedule, neither (i) Parent nor any Parent Subsidiary has received notice from any customer, or group of customers that are under common ownership or control, that (A) accounted for at least $500,000 of the ten aggregate products and services furnished by Parent and the Parent Subsidiaries in the fiscal year ended December 31, 2003 or (10B) largest that is expected to account for at least $500,000 of the aggregate products and services to be furnished by Parent and the Parent Subsidiaries in the fiscal year ending December 31, 2004, that such customer (or such group of customers) has stopped or intends to stop purchasing, or has reduced or shall reduce purchases of, or has sought or is seeking to reduce the price it shall pay for, Parent’s or any Parent Subsidiary’s products or services, nor (ii) has the Parent or any Parent Subsidiary received notice from any supplier, or group of suppliers that are under common ownership or control, that (A) accounted for at least $2,000,000 of the aggregate goods and services purchased by dollar volumeParent or any Parent Subsidiary in the fiscal year ended December 31, 2003 or (B) that is expected to account for at least $2,000,000 of products the aggregate goods and services purchased by Parent and the Parent Subsidiaries in the fiscal year ending December 31, 2004, that such supplier (or such group of suppliers) has stopped or intends to stop providing goods or services to Parent or any Parent Subsidiary, or has materially reduced or will materially reduce the Company and its Subsidiariessupply of, and or has sought or is seeking to materially increase the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30price it charges for, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and goods or services supplied to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers Parent or customersa Parent Subsidiary. (b) Since June 1, 2015, none Except as set forth in Section 5.22(b) of the suppliers listed on Section 3.22 Parent Disclosure Schedule, and except for requests for call detail records for billing purposes, neither Parent nor any Parent Subsidiary is, as of the Disclosure Schedule has indicated that it shall stopdate hereof, involved in any dispute with, or materially decrease the rate of, supplying materials, products or services has received any notice of an intention to the Company or its Subsidiariesdispute from, or otherwise materially change the terms has received any request for audit, accounting or review from, any Person (including a group of its relationship Persons that are under common ownership or control) with the Company whom Parent or its Subsidiaries. Neither the Companyany Parent Subsidiary does business, nor (i) with respect to any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stopcustomer, or materially decrease group of customers that are under common ownership or control, (A) which involves an aggregate amount in excess of $500,000 in the rate offiscal year ended December 31, supplying products 2003 or services (B) is expected to involve an aggregate amount in excess of $500,000 in the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries afterfiscal year ending December 31, 2004, or as a result of(ii) with respect to any supplier, or group of suppliers that are under common ownership or control, (A) which involves an aggregate amount in excess of $2,000,000 in the consummation fiscal year ended December 31, 2003 or (B) is expected to involve an aggregate amount in excess of $2,000,000 in the fiscal year ending December 31, 2004, relating to any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopcommitments made, or materially decrease any contracts or agreements entered into, by Parent or any Parent Subsidiary, on one hand, and such Person, on the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerother hand.

Customers and Suppliers. (a) Section 3.22 2.19(a) of the Company Disclosure Schedule sets forth a correct and complete list of the ten (10) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) 20 largest customers (by based on the dollar volumeamount of sales) of the Company and its Subsidiaries each during subsidiaries (i) for the four last fiscal year most recently completed and (4ii) months ended September 30for 2020 from January 1 through August 31 (collectively, 2015the “Key Customers”). Section 3.22 Since January 1, 2020, none of the Disclosure Schedule also sets forthKey Customers has (x) terminated, for each such supplier and customernot renewed, or reduced materially, or to the aggregate payments from and to such Person by Knowledge of the Company and has threatened to terminate, not renew or reduce materially, its Subsidiaries during such periods. There are no outstanding disputes business with the Company or any of its subsidiaries, and the Company does not have Knowledge of any facts or circumstances that exist or have occurred that would indicate that there has been, or that would be reasonably likely to result in, a termination, non-renewal or material reduction by any Key Customer of its business with the Company or any of its subsidiaries, (y) materially altered its pattern of payments to the Company or its subsidiaries or materially altered its business relationship with the Company or its subsidiaries, or (z) made any material complaint regarding pricing, product quality or service, or demanded any price adjustment material to the business done with such suppliers or customersKey Customer. (b) Section 2.19(b) of the Company Disclosure Schedule sets forth a list of the 10 largest suppliers (based on the dollar amount of total purchases) of the Company and its subsidiaries (i) for the last fiscal year most recently completed and (ii) for 2020 from January 1 through August 31 (collectively, the “Key Suppliers”). Since June January 1, 20152020, none of the suppliers listed on Section 3.22 Key Suppliers has (x) terminated or not renewed its business or relationship with the Company or its subsidiaries or reduced materially its supply of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products products, components or services to the Company or its Subsidiariessubsidiaries, or otherwise materially change to the terms Knowledge of its the Company has threatened to do so, and the Company does not have Knowledge of any facts or circumstances that exist or have occurred that would indicate that there has been, or that would be reasonably likely to result in, a termination or non-renewal of a Key Supplier’s business or relationship with the Company or its Subsidiaries. Neither the Companysubsidiaries or a material reduction in a Key Supplier’s supply of materials, nor any of its Subsidiariesproducts, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products components or services to the Company or its Subsidiaries or otherwise subsidiaries, (y) materially change the terms of altered its business relationship with the Company or its Subsidiaries aftersubsidiaries, or as a result of, (z) made any material complaint regarding pricing or payment or demanded any price adjustment material to the consummation of any transactions contemplated by this Agreement or that any business done with such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierKey Supplier. (c) Since June January 1, 20152020, none each of the Company and its subsidiaries (i) has continued all pricing, sales, receivables or payables production practices in accordance with GAAP and in the ordinary course of business and (ii) has not engaged in (A) any trade loading practices or any other promotional sales or discount activity with any customers listed with the effect of accelerating to pre-Closing periods sales that would otherwise be expected (based on Section 3.22 past practice) to occur in post-Closing periods, (B) any practice that would have the effect of the Disclosure Schedule has indicated that it shall stop, accelerating to pre-Closing periods collections of receivables or materially decrease the rate of, buying products or services from the payments by Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiariessubsidiaries, has in each case that would otherwise be expected (based on past practice) to be made in pre-Closing periods, (C) any reason to believe that any customer listed on Section 3.22 other promotional sales, discount activity or deferred revenue activity, in each case in this clause (C) in a manner outside the ordinary course of the Disclosure Schedule will stopbusiness, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship (D) any forward purchasing programs with suppliers with the Company effect of accelerating to pre-Closing periods rebate or its Subsidiaries after, or as a result of, the consummation other income earned from such suppliers. (d) The terms and conditions of any transactions contemplated by this Agreement or that rebates payable to any Key Customer and the payment schedule with respect to such customer is threatened rebates, if any, are set forth in the applicable Commitment with bankruptcy or insolvencysuch customer. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship Section 2.19(d) of the Company or its Subsidiaries with any such customerDisclosure Schedule sets forth the aggregate amount of accrued rebates payable as of the end of the most recent fiscal quarter of the Company ended prior to the date of this Agreement.

Customers and Suppliers. (a) Section 3.22 4.16(a) of the Company Disclosure Schedule sets forth a correct Letter lists the Company and complete list its subsidiaries’ (i) ten largest managed service customers, (ii) 12 other customers generating revenue of at least four million dollars per fiscal year, (iii) three largest distributors and (iv) seven largest technology/OEM resale partners, in the case of each of clauses (i) through (iv), based on revenues generated during the fiscal year ended April 30, 2017 (as to customers and resale partners) and expenditures made during the fiscal year ended April 30, 2017 (as to suppliers and distributors), and the amount of such revenues or expenditures, as applicable (the customers referred to in clauses (i) and (ii), the “Top Customers”). (b) As of the ten date of this Agreement, no customer, supplier, distributor or resale partner listed on Section 4.16(a) of the Company Disclosure Letter has ceased doing business with the Company or any of its subsidiaries and neither the Company nor any of its subsidiaries have received, from any customer, supplier, distributor or resale partner listed on Section 4.16(a) of the Company Disclosure Letter, written notice (10i) largest suppliers terminating such customer’s, supplier’s, distributor’s or resale partner’s relationship with the Company or any of its subsidiaries or (by dollar volumeii) indicating that (A), in the case of a customer, such customer intends to materially reduce its purchase of products of the Company or any of its subsidiaries, (B) in the case of a supplier, that such supplier intends to materially reduce its sale of products or services to the Company and or any of its Subsidiariessubsidiaries, and (C) in the ten (10) largest customers (by dollar volume) case of a distributor, that such distributor intends to materially reduce its distribution of products of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with or any of its subsidiaries or (D) in the case of a resale partner, that such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or resale partner intends to materially decrease the rate of, supplying materials, products or services to the Company or reduce its Subsidiaries, or otherwise materially change the terms of its relationship reseller arrangement with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiariessubsidiaries, nor any in the case of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 each of the Disclosure Schedule will stopclauses (A) through (D), or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change levels achieved during the terms of its relationship with the Company or its Subsidiaries. Neither the Companyfiscal year ended April 30, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer2017.

Customers and Suppliers. (a) Section 3.22 3.22(a)(i) of the Disclosure Schedule Schedules sets forth a correct true and complete list of (i) the ten names of all customers of the Company and its Subsidiaries (10A) largest suppliers that is one of the top 50 customers based on sales during the 12 month period ended November 30, 2015, (B) which the company invoiced or recognized revenue in amount exceeding $75,000 during the same period, or (C) that is committed to receive the Company’s Products and/or services with a value equal to or in excess of $150,000 during the 12 months after the date hereof, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by dollar volumesales to each such customer during such period. Neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral notice that any of such customers (x) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries, or (y) has sought, or is seeking, to reduce the price it will pay for the products or services of the Company or its Subsidiaries. Each of the Company and, to the Company’s knowledge, each other party to any Contract with any such customer is in compliance with the terms thereof and the Company has not received any written notice, and does not otherwise have knowledge of any breach or potential breach, on the part of the Company or, to the Company’s knowledge, any other party to any Contract with any such customer. (b) Section 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of the top 10 suppliers based on invoices during for the 12 month period ended November 30, 2015 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral notice that there has been any material adverse change in the price of such supplies or services provided by any such supplier, or that any such supplier will not continue to sell supplies or services to the Company and its Subsidiaries, Subsidiaries on terms and conditions substantially the ten (10) largest customers (by dollar volume) of same as those used in its current sales to the Company and its Subsidiaries each during the four (4) months ended September 30Subsidiaries, 2015subject to general and customary price increases. Section 3.22 Each of the Disclosure Schedule also sets forthCompany and, for each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its SubsidiariesCompany’s knowledge, or otherwise materially change the terms of its relationship each other party to any Contract with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened in compliance with bankruptcy or insolvency. Neither the terms thereof and the Company has not received any written or, to the Company’s knowledge, nor any of its Subsidiariesoral notice, nor any of the Seller Parties know and does not otherwise have knowledge of any factbreach or potential breach, condition or event which would adversely affect on the relationship part of the Company or its Subsidiaries or, to the Company’s knowledge, any other party to any Contract with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 4.19(a) of the Disclosure Schedule Schedules sets forth a correct and complete list with respect to the Business (i) each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $50,000 for each of the ten two (102) largest suppliers most recent fiscal years (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during the four (4) months ended September 30, 2015. Section 3.22 of the Disclosure Schedule also sets forth, for each such supplier and customercollectively, the aggregate payments from “Material Customers”); and to such Person (ii) the amount of consideration paid by the Company and its Subsidiaries each Material Customer during such periods. There Except as set forth in Section 4.19(a) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (written or oral) that any of the Material Customers has ceased or intends to cease after the Closing, and to Seller’s Knowledge, there are and have not been any facts or circumstances that could reasonably be expected to result in any of the Material Customers ceasing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship with the Business. To Seller’s Knowledge, Seller and its Representatives have no outstanding material disputes or disagreements (regardless whether the same has or could give rise to any Action) with any of such suppliers or customersthe Material Customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 4.19(b) of the Disclosure Schedule Schedules sets forth with respect to the Business (i) each supplier to whom Seller has indicated paid consideration for goods or services rendered in an amount greater than or equal to $50,000 for each of the two (2) most recent fiscal years (collectively, the “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. Except as set forth in Section 4.19(b) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (written or oral) that it shall stopany of the Material Suppliers has ceased or intends to cease after the Closing, and to Seller’s Knowledge, there are and have not been any facts or materially decrease circumstances that could reasonably be expected to result in any of the rate ofMaterial Suppliers ceasing, supplying materials, products to supply goods or services to the Company Business or its Subsidiaries, to otherwise terminate or otherwise materially change the terms of reduce its relationship with the Company Business. To Seller’s Knowledge, Seller and its Representatives have no material disputes or its Subsidiaries. Neither disagreements (regardless whether the Company, nor same has or could give rise to any of its Subsidiaries, nor Action) with any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplierMaterial Suppliers. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (aSchedule 5.25(a)(i) Section 3.22 of the Disclosure Schedule accurately sets forth a correct (i) an accurate and complete list of the ten (10) largest suppliers (by dollar volume) names of products or services to the Company and its Subsidiaries, and the ten (10) Company’s 10 largest customers for (by dollar volumeA) the fiscal year ended December 31, 2021 and (B) year to date as of the Company and its Subsidiaries each during the four (4) months ended September June 30, 2015. Section 3.22 2022 (the customers required to be listed on Schedule 5.25(a)(i), collectively, “Top Customers”); and (ii) the amount of the Disclosure Schedule also sets forth, for consideration paid by each such supplier and customer, the aggregate payments from and to such Person by the Company and its Subsidiaries Top Customer during such periods. There Since December 31, 2021, no Top Customer has terminated or adversely modified in any material respect the amount, pricing, frequency or terms of the business such Top Customer conducts with the Company Group other than normal fluctuations in purchasing activity that are no outstanding disputes not the result of a deterioration of the relationship with such Top Customer. The Company Group is not engaged in any material dispute with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule Top Customer and has indicated that it shall stopnot received any written, or materially decrease to the rate Knowledge of Seller, oral notice of, supplying materialsany such dispute. Except as set forth on Schedule 5.25(a)(ii) or as would not reasonably be expected, products individually or services in the aggregate, to be material to the Company Group, taken as a whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Customer, (x) all Top Customers continue to be customers of the applicable member of the Company Group, (y) no Top Customer has ceased to use its goods or its Subsidiariesservices or to otherwise terminate, materially and adversely modify or otherwise materially change the terms of reduce its relationship with the Company Group (and none of the members of the Company Group have received any written, or its Subsidiaries. Neither to the CompanyKnowledge of Seller, nor oral notice that any of its SubsidiariesTop Customers intends to do so or otherwise has Knowledge of any facts, nor events, conditions or circumstances that would reasonably be expected to result in any Top Customer doing so) from the levels achieved during the fiscal year ended December 31, 2021 and (z) no Top Customer has communicated to the Company Group, in writing, or to the Knowledge of Seller, orally, that it has not passed such Top Customer’s audit. (cs) Schedule 5.25(b)(i) sets forth (i) an accurate and complete list of the Seller Parties has any reason names and addresses of the Company’s 10 largest suppliers for (A) the fiscal year ended December 31, 2021 and (B) year to believe that any supplier date as of June 30, 2022 (the customers required to be listed on Section 3.22 Schedule 5.25(b)(i), collectively, “Top Suppliers”); and (ii) the amount of purchases from each Top Supplier during such periods. Since December 31, 2021, no Top Supplier has terminated or adversely modified in any material respect the amount, pricing, frequency or terms of the Disclosure Schedule will stopbusiness such Top Supplier conducts with the Company Group. The Company Group is not engaged in any material dispute with any Top Supplier and has not received any written, or materially decrease to the rate Knowledge of Seller, oral notice of, supplying products any such dispute. Except as set forth on Schedule 5.25(b)(ii) or as would not reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Supplier, (x) all Top Suppliers continue to be suppliers of the applicable member of the Company Group, (y) no Top Supplier has ceased to supply goods or services to such member of the Company or its Subsidiaries Group or otherwise terminated, materially change the terms of and adversely modified or materially reduced its relationship with any member of the Company or its Subsidiaries afterGroup (and none of the members of the Company Group have received any written, or as a result ofto the Knowledge of Seller, the consummation of any transactions contemplated by this Agreement or oral notice that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know Top Suppliers intends to do so or otherwise has Knowledge of any factfacts, condition events, conditions or event which circumstances that would adversely affect reasonably be expected to result in any Top Supplier doing so) from the relationship of levels achieved during the fiscal year ended December 31, 2021 and (z) no Top Supplier has communicated to the Company Group, in writing, or its Subsidiaries with any such supplier. (c) Since June 1to the Knowledge of Seller, 2015orally, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any not passed such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerTop Supplier’s audit.

Customers and Suppliers. (a) Section 3.22 4.22(a) of the Disclosure Schedule sets forth is a complete and correct and complete list of the ten (10) largest suppliers (by dollar volume) clients and customers of products or services to the Company and its SubsidiariesSubsidiaries for (i) each of the two (2) most recent fiscal years and (ii) the twelve (12) months ended March 31, 2007 and sets forth opposite the name of each such client or customer the percentage of consolidated net sales attributable to such client or customer during such period. Except as set forth in Section 4.22(a) of the Disclosure Schedule, no such client or customer cancelled or otherwise terminated, or has threatened to cancel or terminate, its relationship with the Company or any of its Subsidiaries during the term of its engagement with the Company and its Subsidiaries as a result of poor quality or performance. Neither the Company nor any of its Subsidiaries has received any notice, and neither the Company nor any Subsidiary has any Knowledge that any such client or customer intends to cancel or otherwise materially and adversely modify its relationship with the Company or any of its Subsidiaries during the Company’s engagement with such customer or client as a result of poor quality or performance. (b) Section 4.22(b) of the Disclosure Schedule is a complete and correct list of the ten (10) largest customers (by dollar volume) vendors, suppliers, service providers and other similar business relations of the Company and its Subsidiaries (the “Material Vendors”) for (i) each during of the four two (42) most recent fiscal years and (ii) the twelve (12) months ended September 30March 31, 20152007 and sets forth opposite the name of each Material Vendor the amount paid to such vendor during such period. Except as set forth in Section 3.22 4.22(b) of the Disclosure Schedule also sets forthSchedule, for each such supplier and customerin the last twelve (12) months, the aggregate payments from and to such Person by no Material Vendor of the Company and its Subsidiaries during such periods. There are no outstanding disputes with any of such suppliers has cancelled or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stopotherwise terminated, or materially decrease the rate ofthreatened to cancel or terminate, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, Company nor any of its SubsidiariesSubsidiaries has received any written notice, and neither the Company nor any of the Seller Parties Subsidiary has any reason to believe Knowledge, that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services such Material Vendor intends to the Company or its Subsidiaries cancel or otherwise materially change the terms of and adversely modify its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customer.

Customers and Suppliers. (a) Section 3.22 3.15(a) of the Disclosure Schedule sets forth the ten (10) largest customers (as measured by dollar volume of sales) of the Companies (the “Top Customers”) for both of the years ended December 31, 2022 and December 31, 2021 and includes the actual amount for which each such Top Customer was invoiced during such periods. No Top Customer has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) or notified the Seller, the Companies or their respective Affiliates of any intention to do any of the foregoing or otherwise threatened to cancel, terminate or adversely alter (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) its relationship with the Companies or the Business. There are no pending disputes or controversies between any of the Companies and any of the Top Customers. There is no fact, condition or event which would be expected to have a correct and complete list material adverse effect on the relationship of the Companies with any of the Top Customers. (b) Section 3.15(b) of the Disclosure Schedule sets forth the ten (10) largest suppliers (as measured by dollar volume) volume of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volumepurchases) of the Company and its Subsidiaries each during Companies (the four (4) months ended September 30“Top Suppliers”), 2015. Section 3.22 for both of the Disclosure Schedule also sets forthyears ended December 31, for 2022 and December 31, 2021 and includes the actual amount the Companies purchased from each such supplier and customerduring such period (treating affiliated suppliers, to the extent known, as a single supplier). No Top Supplier has canceled, terminated or otherwise materially altered (including any material reduction in the rate or amount of sales or material increase in the prices charged) or notified the Seller, the aggregate payments from and Companies or their respective Affiliates of any intention to such Person by do any of the Company and foregoing or otherwise threatened to cancel, terminate or adversely alter (including any material reduction in the rate or amount of sales or material increase in the prices charged) its Subsidiaries during such periodsrelationship with the Companies or the Business. There are no outstanding pending disputes with any of such suppliers or customers. (b) Since June 1, 2015, none of the suppliers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, supplying materials, products or services to the Company or its Subsidiaries, or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor controversies between any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such supplier Companies. There is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any no fact, condition or event which that would adversely affect be expected to have a material adverse effect on the relationship of the Company or its Subsidiaries Companies with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerTop Suppliers.

Customers and Suppliers. (a) Section 3.22 of the Disclosure Schedule 4.18(a)(i) sets forth a correct and complete list of the ten top twenty (1020) largest suppliers (by dollar volume) of products or services to the Company and its Subsidiaries, and the ten (10) largest customers (by dollar volume) of the Company and its Subsidiaries each during with respect to the four Business (4) months ended September 30on a consolidated basis, 2015. Section 3.22 and determined on the basis of the Disclosure Schedule also sets forthtotal dollar amount of sales to such customers) for the year ended December 31, 2018 and for the period between January 1, 2019 and March 31, 2019 (“Material Customers”), and, opposite the name of each such supplier and customerMaterial Customer, the aggregate payments dollar amount of revenues from and such Material Customer with respect to the Business during such Person by periods. Except as set forth on Schedule 4.18(a)(ii), (i) all Material Customers continue to be customers of the Company and its Subsidiaries and none of such Material Customers has materially reduced, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice from any Material Customer indicating that such Material Customer will materially reduce its business with the Company or any of its Subsidiaries with respect to the Business from the levels achieved during such periods. There are the year ended December 31, 2018, (ii) no outstanding disputes Material Customer has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice that any Material Customer intends to do so, (iii) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any Material Customer and (iv) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any of such suppliers or its other customers. (b) Since June Schedule 4.18(b)(i) sets forth the top twenty (20) suppliers of the Company and its Subsidiaries with respect to the Business (on a consolidated basis, and determined on the basis of the total dollar amount of purchases from such suppliers) for the year ended December 31 2018 and for the period between January 1, 20152019 and March 31, 2019 (“Material Suppliers”), and, opposite the name of each Material Supplier, the dollar amount of purchases from such Material Supplier with respect to the Business during such periods. Except as set forth on Schedule 4.18(b)(ii), (i) all Material Suppliers continue to be suppliers of the Company and its Subsidiaries and none of the suppliers listed on Section 3.22 of the Disclosure Schedule such Material Suppliers has indicated that it shall stopmaterially reduced, or materially decrease the rate of, supplying materials, products or services to nor has the Company or any of its SubsidiariesSubsidiaries received written, or otherwise to the knowledge of the Company, oral notice from any Material Supplier indicating that such Material Supplier will materially change reduce its business with the terms Company or any of its Subsidiaries from the levels achieved during the year ended December 31, 2018, (ii) no Material Supplier has terminated its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties has any reason to believe that any supplier listed on Section 3.22 of the Disclosure Schedule will stop, or materially decrease the rate of, supplying products or services to the Company or any of its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries afterreceived any written, or as a result of, to the consummation knowledge of any transactions contemplated by this Agreement or that any such supplier is threatened with bankruptcy or insolvency. Neither the Company, oral notice that any Material Supplier intends to do so, (iii) neither the Company nor any of its SubsidiariesSubsidiaries is involved in any material claim, nor dispute or controversy with any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of Material Supplier and (iv) neither the Company or its Subsidiaries with any such supplier. (c) Since June 1, 2015, none of the customers listed on Section 3.22 of the Disclosure Schedule has indicated that it shall stop, or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship with the Company or its Subsidiaries. Neither the Company, nor any of its SubsidiariesSubsidiaries is involved in any material claim, has any reason to believe that any customer listed on Section 3.22 of the Disclosure Schedule will stop, dispute or materially decrease the rate of, buying products or services from the Company or its Subsidiaries or otherwise materially change the terms of its relationship controversy with the Company or its Subsidiaries after, or as a result of, the consummation of any transactions contemplated by this Agreement or that any such customer is threatened with bankruptcy or insolvency. Neither the Company, nor any of its Subsidiaries, nor any of the Seller Parties know of any fact, condition or event which would adversely affect the relationship of the Company or its Subsidiaries with any such customerother suppliers.