Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a3.14(a) contains a complete and accurate list, as list of (i) all customers of the date of this Agreement, Business which have Contracts (including oral contracts and purchase orders) with any of the 15 largest contracts (the "Customer Contracts") above $50,000 of each BP Asset Selling Entity or any of the Company Purchased Subsidiaries involving purchases in terms an amount in excess of $10,000 per annum, and (ii) all suppliers of the Business which have Contracts (including oral contracts outstanding as and purchase orders) with the BP Asset Selling Entity or any of the date hereof andPurchased Subsidiaries involving purchases in an amount in excess of $5,000 per annum. (b) None of the BP Asset Selling Entity or the Purchased Subsidiaries has received any written notice or has any reason to believe that any customer of the Business (i) has ceased, in the event more than one Customer Contract is attributable or will cease, to the same customer use its services or customers with respect to such Company Subsidiaryproducts, (ii) has substantially reduced or will substantially reduce, the next largest 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 contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth Business listed on Schedule 5.26(a)3.14(a) has threatened in writing, there has notnor, to the Knowledge of any of the SellerBP Parties 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. (c) None of BPI, the Company BP Selling Entities or the applicable Company Subsidiary, Purchased Subsidiaries has received any notice or has any reason to believe that there has been any material adverse change in the business relationship price of such Company Subsidiary with raw materials, supplies, merchandise or other goods or services, or that any 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 any of the Material Customers of such Company Subsidiary Purchased Subsidiaries, subject to general and neither the Sellercustomary price increases, the Company nor such Company Subsidiary has received notice unless comparable raw materials, supplies, merchandise or other goods are readily available from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete other sources on comparable terms and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any conditions. No supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth Business listed on Schedule 5.26(b)3.14(a) has threatened in writing, there has notnor, to the Knowledge of any of the SellerBP Parties has otherwise threatened, the Company or the applicable Company Subsidiary, been to take any change action described in the business relationship preceding sentence as a result of such Company Subsidiary with any material supplier the consummation of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiarytransactions contemplated by this Agreement. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(aOther than with respect to the BBGS Business, Section 3.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms Disclosure Letter sets forth a list of the contracts outstanding as customers of the date hereof and, in the event more than one Customer Contract is attributable Company and its Subsidiaries that have paid to the same customer Company or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists any of its Subsidiaries at least 15 different customers $5,000,000 (each, a "“Material Customer") of ”” and each Contract pursuant to which such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, customer paid those amounts to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in a “Material Customer Agreement”) and a list of the business relationship customers of such the Company Subsidiary with and its Subsidiaries that have paid to the Company or any of its 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 Material Customers Company or Subsidiary, a “Significant Customer Agreement”), in each case during the fiscal year ended March 31, 2018. As of such Company Subsidiary and the date hereof, neither the Seller, the Company nor such Company Subsidiary has 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 Material Customer customer shall not continue as a customer of the Company or that such customer intends to terminate or materially change modify existing Material Customer Agreements or Significant Customer Agreements, as applicable, with the Company or its business relationship with such Company SubsidiarySubsidiaries. (b) Schedule 5.26(bOther than with respect to the BBGS Business, Section 3.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a the Company Subsidiary and Disclosure Letter sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge a list of the Sellersuppliers 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 Subsidiaryand its Subsidiaries with whom the Company and its Subsidiaries have spent at least $1,500,000 but less than $5,000,000 (each, been any change 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 business relationship fiscal year ended March 31, 2018. As of such Company Subsidiary with any material supplier of such Company Subsidiary and the date hereof, neither the Seller, the Company nor such Company Subsidiary has any of its Subsidiaries has, within 6 months prior to the date hereof, received any written notice from any material Material Supplier or Significant Supplier that such supplier of such shall not continue as a supplier to the Company Subsidiary or its Subsidiaries or that such supplier intends to terminate or materially change its business relationship adversely modify existing Material Supplier Agreements or Significant Supplier Agreements, as applicable, with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiaryits Subsidiaries.

Customers and Suppliers. (aSection 4.19(a) Schedule 5.26(a) contains a complete and accurate list, as of the date Disclosure Schedule sets forth (i) a list of this AgreementISI’s and its Subsidiaries’ top twenty (20) 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 aggregate 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 15 largest contracts 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 Contracts"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) above $50,000 of each 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 Company 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 terms of the contracts outstanding as of the date hereof andany material respects. ISI and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in the event more than one any material dispute or controversy with any ISI Top Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiarythe 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 next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") ordinary course of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"business). Except as set forth on Schedule 5.26(a)in Section 4.19(b) of the Disclosure Schedule, there 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, (ii) ISI and its Subsidiaries have not received written notice that any ISI Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ISI and its Subsidiaries and (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. ISI and its Subsidiaries are not, to the Knowledge of the Sellerand since January 1, the Company or the applicable Company Subsidiary2017 have not been, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct material dispute or controversy with any ISI Top Supplier with respect toto the supply of materials, any customer products or supplier services to ISI and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of such Company Subsidiarywarranty claims, in each case in the ordinary course of business).

Customers and Suppliers. (a) Schedule 5.26(aSection 7.25(a) contains a complete of the Target Companies Disclosure Schedules sets forth (i) as of the date of this Agreement, the top 10 suppliers based on the aggregate Dollar value of the Target Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending March 31, 2023 (the “Target Company Top Suppliers”), and accurate list(ii) as of the date of the Second Amendment, the top 10 suppliers based on the aggregate Dollar value of the Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (the “Zacco Company Top Suppliers” and, together with the Target Company Top Suppliers, the “Top Suppliers”). (b) Section 7.25(b) of the Target Companies Disclosure Schedules sets forth (i) as of the date of this Agreement, the top 10 customers based on the aggregate Dollar value of the Target Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending March 31, 2023 (the “Target Company Top Customers”), and (ii) as of the date of the Second Amendment, the top 10 customers based on the aggregate Dollar value of the Zacco Companies’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2023 (the “Zacco Company Top Customers” and, together with the Target Company Top Customers, the “Top Suppliers”) .” (c) Except as set forth on Section 7.25(c) of the Target Companies Disclosure Schedules, none of the Target Company Top Suppliers or the Target Company Top Customers has, as of the date of this Agreement, informed in writing any of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof andTarget Companies, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has notor, to the Knowledge of the SellerCompany, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Target Company (other than due to the expiration of an existing contractual arrangement), and to the Knowledge of the Company, none of the Target Company Top Suppliers or the Target Company Top Customers is, as of the date of this Agreement, threatening a material dispute against a Target Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiaryrespective business. (bd) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b)Section 7.25(d) of the Target Companies Disclosure Schedules, there has notnone of the Zacco Company Top Suppliers or the Zacco Company Top Customers has, as of the date of the Second Amendment, informed in writing any of the Zacco Companies, or, to the Knowledge of the SellerCompany, has threatened to, terminate, cancel, or materially limit or materially and adversely modify any of its existing business with a Zacco Company (other than due to the expiration of an existing contractual arrangement), and to the Knowledge of the Company, none of the Zacco Company Top Suppliers or the Zacco Company Top Customers is, as of the date of the Second Amendment, threatening a material dispute against a Zacco Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiaryrespective business. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary”.

Customers and Suppliers. (aSection 5.19(a) Schedule 5.26(a) contains a complete and accurate list, as of the date Disclosure Schedule sets forth (i) a list of this AgreementILG’s and its Subsidiaries’ top twenty (20) 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 aggregate 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 15 largest contracts 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 Contracts"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) above $50,000 of each 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 Company 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 terms of the contracts outstanding as of the date hereof andany material respects. ILG and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in the event more than one any material dispute or controversy with any ILG Top Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiarythe 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 next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") ordinary course of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"business). Except as set forth on Schedule 5.26(a)in Section 5.19(b) of the Disclosure Schedule, there 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, (ii) ILG and its Subsidiaries have not received written notice that any ILG Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ILG and its Subsidiaries and (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. ILG and its Subsidiaries are not, to the Knowledge of the Sellerand since January 1, the Company or the applicable Company Subsidiary2017 have not been, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct material dispute or controversy with any ILG Top Supplier with respect toto the supply of materials, any customer products or supplier services to ILG and its Subsidiaries where the amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of such Company Subsidiarywarranty claims, in each case in the ordinary course of business).

Customers and Suppliers. (a) Schedule 5.26(aSection 3.15(a) contains of the Company Disclosure Letter sets forth a complete and accurate listcorrect list of (i) the names of the customers of the Company and its Subsidiaries, taken as a whole (based on the aggregate purchase price of products and services provided), that have purchased at least $1,000,000 of products and services during the nine months ended September 30, 2021 (each, a “Significant Customer”) and (ii) the amount of purchases by each such customer during such period expressed as a percentage of the Company’s consolidated revenues for such periods. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has raised with any Significant Customer any outstanding material disputes concerning any Company Products with any Significant Customer. As of the 15 largest contracts (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 Contracts") above $50,000 of each stating that such customer shall not continue as a customer of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer its Subsidiaries or that such Material Customer customer intends to terminate or materially change modify any existing Contracts with the Company or any of its business relationship with such Company SubsidiarySubsidiaries. (b) Schedule 5.26(bSection 3.15(b) contains of the Company Disclosure Letter sets forth a complete and accurate listcorrect list of (i) the names of the suppliers of the Company and its Subsidiaries, taken as a whole (based on the aggregate purchase price of December 31raw materials, 2001supplies or other products or services ordered), from which the Company and its Subsidiaries have purchased at least $500,000 of raw materials, supplies or other products or services during the nine months ended September 30, 2021 (each, a “Significant Supplier”) and (ii) the amount of orders from each requirement contract and exclusive supply contract such supplier during such periods expressed as a percentage of the Company’s consolidated revenues for such periods. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has raised with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangementSignificant Supplier any outstanding material dispute concerning products and/or services provided by any Significant Supplier. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge As of the Sellerdate of this Agreement, neither the Company nor any of its Subsidiaries has received any written or bona fide oral notice from any Significant Supplier stating that such supplier shall not continue as a supplier to the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary its Subsidiaries or that such supplier intends to terminate or materially change its business relationship modify existing Contracts with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiaryits Subsidiaries.

Customers and Suppliers. (a) Schedule 5.26(aSection 4.23(a) contains a complete and accurate listof the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the 15 largest contracts (the "Customer Contracts") above $50,000 of each customers of the Company and its Subsidiaries who, in terms either (i) the fiscal year ended March 27, 2016 and/or (ii) the nine-month period ended January 1, 2017 was one of the contracts outstanding twenty (20) largest customers of Company Products based on amounts paid or payable, as of the date hereof and, in the event more than one Customer Contract is applicable (excluding any payments that are attributable to discontinued operations resulting from the same customer Company’s sale of its iML business in November 2016), to the Company or its Subsidiaries by such customers with respect to during such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers period (each, a "Material “Significant Company Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"”). Except as set forth on Schedule 5.26(a)As of the date of this Agreement, there 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 notreceived any written notice or, to the Knowledge of the SellerCompany, the Company or the applicable Company Subsidiaryany other notice, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Significant Company Customer that such Material Significant Company Customer intends to terminate or materially change modify, in either case, whether prior to or following the Closing, any existing Contract with the Company or any of its business relationship Subsidiaries, other than immaterial modifications in connection with such Company Subsidiaryannual renewals in the ordinary course of business. (b) Schedule 5.26(bSection 4.23(b) contains a complete and accurate listof the Company Disclosure Letter sets forth, as of December 31the date of this Agreement, 2001a list of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries based on amounts paid (excluding any payments that are attributable to discontinued operations resulting from the Company’s sale of its iML business in November 2016) by the Company and its Subsidiaries to such supplier during the fiscal year ended March 27, 2016 (each, a “Significant Company Supplier”). As of each requirement contract and exclusive supply contract with the date of this Agreement, neither the Company nor any supplier of a its Subsidiaries is party to any pending Action concerning products and/or services provided by any Significant Company Subsidiary and sets forth Supplier. As of the terms date of each such contractthis Agreement, agreement neither the Company nor any of its Subsidiaries has received any written notice, or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the SellerCompany, the Company or the applicable Company Subsidiaryany other notice, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Significant Company Subsidiary Supplier that such supplier Significant Company Supplier intends to terminate or materially change its business relationship modify, in either case, whether prior to or following the Closing, any existing Contract with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiaryits Subsidiaries.

Customers and Suppliers. (a) Schedule 5.26(aSection 3.14(a) contains a complete and accurate list, as of the date Disclosure Schedules sets forth (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 aggregate to the Company or any of this Agreement, its Subsidiaries for goods or services rendered for any of the 15 largest contracts three (3) most recent fiscal years (the "“Material Customers”) and (ii) the amount of consideration paid by each Material Customer Contracts"in excess of Twenty Five Thousand United States Dollars ($25,000) above $50,000 during such periods. Neither the Company nor any of each 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 in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable or to the same terminate or reduce its customer or customers relationship with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or any of its Subsidiaries, other than Material Customers party to Contracts due to expire pursuant to the applicable Company Subsidiary, been any change in the business relationship terms of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiaryagreements. (b) Schedule 5.26(bSection 3.14(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and the Disclosure Schedules sets forth the terms of (i) each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, supplier to the Knowledge of the Seller, whom the Company or the applicable Company Subsidiary, been any change of its Subsidiaries has 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 business relationship aggregate for either of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Sellerthree (3) most recent fiscal years (collectively, the Company nor “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 Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) periods. Neither the Company nor any Company Subsidiary has knowingly breachedreceived any written notice or, so as to provide a benefit the Company’s Knowledge, oral notice that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services to the Company or such any of its Subsidiaries or to terminate or reduce its relationship with the Company Subsidiary that was not intended by other than Material Suppliers party to Contracts due to expire pursuant to the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier terms of such Company Subsidiaryagreements.

Customers and Suppliers. (a) Schedule 5.26(aSet forth on Section 3.27(a) contains a complete and accurate list, as of the date Seller Disclosure Letter are the ten (10) largest customers by dollar volume of this Agreement, revenue of the 15 largest contracts (Business, for the "Customer Contracts") above $50,000 2017 fiscal year and set forth opposite the name of each such customer is the dollar amount of sales attributable to such customer for such period. To the Knowledge of Seller, none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries are engaged in any material dispute with any customer identified on Section 3.27(a) of the Company Subsidiaries Seller Disclosure Letter (collectively, the “Specified Customers”) and no Specified Customer has notified Seller, any Selling Subsidiary or any Transferred Subsidiary in terms writing (and, to the Knowledge of Seller, none of Seller, any Selling Subsidiary, or any Transferred Subsidiary has any reason to believe) that it intends to terminate or materially reduce its business relations (including the price such Specified Customer will pay for products or services of the contracts outstanding as of the date hereof andSeller and its Subsidiaries) with Seller, in the event more than one Customer Contract is attributable to the same customer any Selling Subsidiary or customers any Transferred Subsidiary with respect to such Company Subsidiarythe Business, including, in each case, as a result of the next largest customer contracts until Schedule 5.26(atransactions contemplated by this Agreement or the Closing Agreements. (b) lists at least 15 different customers (each, a "Material Customer"Set forth on Section 3.27(b) of such Company Subsidiary the Seller Disclosure Letter are (together with i) the Customer Contractsten (10) largest suppliers by dollar volume of the Business, for the "Material Customer Contracts")2017 fiscal year and (ii) all single source suppliers of the Business. Except as set forth on Schedule 5.26(a)Section 3.27(b) of the Seller Disclosure Letter, there (i) none of Seller, the Selling Subsidiaries or the Transferred Subsidiaries are engaged in any material dispute with any supplier listed on Section 3.27(b) of the Seller Disclosure Letter (collectively, the “Specified Vendors”) and (ii) no such supplier has notnotified Seller, any Selling Subsidiary or any Transferred Subsidiary in writing (and, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship none of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company any Selling Subsidiary has received notice from or any Material Customer Transferred Subsidiary have reason to believe) that such Material Customer it intends to terminate or materially change reduce its business relationship relations with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate listSeller, as of December 31, 2001, of each requirement contract and exclusive supply contract any Selling Subsidiary or any Transferred Subsidiary with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, respect to the Knowledge of the SellerBusiness, the Company or the applicable Company Subsidiary, been that there will be any material change in the business relationship price of suppliers or services provided by such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company SubsidiarySpecified Vendor. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a3.28(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of the contracts outstanding as top ten purchasers of the date hereof andCompany and its Subsidiaries (determined on the basis of revenues) 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 sales 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 the event more than one Customer Contract is attributable to the same customer general economic, financial market, business or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(ageopolitical conditions) lists at least 15 different customers (each, a "Material Customer") 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 Subsidiary or its Subsidiaries or (together with B) has sought, or is seeking, to reduce the Customer Contracts, price it will pay for the "Material Customer Contracts")services of the Company or its Subsidiaries. Except as set forth on Schedule 5.26(a), there None of such clients has nototherwise, to the Knowledge knowledge of the SellerCompany, the Company or the applicable Company Subsidiary, been threatened to take any change action described in the business relationship of such Company Subsidiary with any preceding sentence as a result of the Material Customers consummation of such Company Subsidiary the transactions contemplated by this Agreement and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryAncillary Agreements. (b) Schedule 5.26(b3.28(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a the Company Subsidiary and Disclosure Schedules sets forth a true and complete list of (i) the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge top ten suppliers of the Seller, 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 applicable Company Subsidiary12 months ended November 30, been any change in 2008 and (ii) the business relationship of amount for which each such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, invoiced the Company nor or such Company Subsidiary has received notice from any material supplier of during such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) period. Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breachedreceived any notice or has any reason to believe (other than solely as a result of changes in general economic, so 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 to provide a benefit those used in its current sales to the Company or and its Subsidiaries, subject to general and customary price increases. No such Company Subsidiary that was not intended supplier 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 parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company SubsidiaryAncillary Agreements.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breachedany outstanding material disputes concerning Company Products with any customer or distributor who, so in the year ended December 31, 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the 25 largest sources of revenues for the Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a "Significant Customer"), and to the Knowledge of the Company, there is no material dissatisfaction on the part of any Significant Customer. Each Significant Customer is listed in Schedule 2.20(a) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has been notified in writing or otherwise by any Significant Customer that such customer shall not continue as a customer of the Company or any Subsidiary (or Acquirer or its Affiliates) after the Closing or that such customer intends to provide terminate, allow to expire, or materially modify existing Contracts with the Company or any Subsidiary (or Acquirer or its Affiliates). Neither the Company nor any Subsidiary has had any Company Products returned by a benefit purchaser thereof except for normal warranty returns consistent with past history and properly reserved for in the Company’s and the Subsidiaries’ books and records. (b) Neither the Company nor any Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2019 or the three-month period ended on the Company Balance Sheet Date, was one of the 10 largest suppliers of products and/or services to the Company and the Subsidiaries, on a consolidated basis, based on amounts paid or payable during such periods (each, a "Significant Supplier"), and to the Knowledge of the Company, there is no material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed in Schedule 2.20(b) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has been notified in writing or otherwise by any Significant Supplier that such supplier shall not continue as a supplier to the Company or any Subsidiary (or Acquirer or its Affiliates) after the Closing or that such Company Subsidiary that was not intended by the partiessupplier intends to terminate, any agreement withallow to expire, or engaged in materially modify existing Contracts with the Company or any fraudulent conduct with respect toSubsidiary (or Acquirer or its Affiliates). The Company and the Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on their respective businesses, and the Company has no Knowledge of any customer or supplier reason why they will not continue to have such access on commercially reasonable terms (other than access which may be denied following the Agreement Date as a result of such Company Subsidiarythe COVID-19 outbreak).

Customers and Suppliers. (a) Schedule 5.26(aSection 3.21(a) contains a complete and accurate list, as of the date PMSC Disclosure Schedule sets forth (i) the top 35 customers of this AgreementPMSC (based on the dollar amount of sales to such customers) for the year ended December 31, 2009 and the top 20 customers of PMSC (based on dollar amount of sales to such customers) for the year ended December 31, 2008 (the “Material Customers”) and (ii) all former Internet banking and xxxx payment customers of PMSC since December 31, 2007. Subject to the receipt of the 15 largest contracts consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the PMSC Disclosure Schedule, (i) all Material Customers continue to be customers of PMSC and none of such Material Customers has reduced materially its business with PMSC from the "levels achieved during the year ended December 31, 2009, and, to the knowledge of PMSC, no such reduction will occur; (ii) no Material Customer Contracts"has terminated its relationship with PMSC, nor has PMSC received notice or otherwise has knowledge that any Material Customer or any of its other customers intends to do so; (iii) above $50,000 PMSC is not currently involved in any claim, dispute or controversy with any Material Customer and (iv) PMSC is not currently involved in any claim, dispute or controversy with any of its other customers. (b) Section 3.21(b) of the PMSC Disclosure Schedule sets forth the top 10 suppliers of PMSC (based on the dollar amount of purchases from such suppliers) for each of the Company Subsidiaries in terms years ended December 31, 2009 and December 31, 2008 (the “Material Suppliers”). Subject to the receipt of the contracts outstanding consents referenced in Section 3.4, except as set forth at Section 3.21(a) of the date hereof andPMSC Disclosure Schedule, in (i) all Material Suppliers continue to be suppliers of PMSC and none of such Material Suppliers has reduced materially its business with PMSC from the event more than one Customer Contract is attributable levels achieved during the year ended December 31, 2009, and to the same customer knowledge of PMSC, no such reduction will occur; (ii) no Material Supplier has terminated its relationship with PMSC, nor has PMSC received notice or customers otherwise has knowledge that any Material Supplier intends to do so; (iii) PMSC is not involved in any claim, dispute or controversy with respect to such Company Subsidiaryany Material Supplier; and (iv) PMSC is not involved in any claim, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") dispute or controversy with any of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts")its other suppliers. Except as set forth on Schedule 5.26(a), there has not, to the Knowledge at Section 3.21(b) of the SellerPMSC Disclosure Schedule, the Company or the applicable Company Subsidiary, been any change no supplier to PMSC represents a sole source of supply for goods and services used in the business relationship conduct of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryPMSC’s business. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(aSection 3.14(a) contains a complete and accurate list, as of the date Disclosure Letter sets forth a true and complete list of this Agreement, (i) the names and addresses of the 15 largest contracts (the "Customer Contracts") above $50,000 of each top ten customers and licensees of the Company Subsidiaries in terms and its Subsidiaries, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the contracts outstanding as total sales represented by sales 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 the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, A) is seeking a "Material Customer") refund for the purchase of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, products and services from the Company or the applicable Company Subsidiaryhas a pending warranty claim, been any change in the business relationship (B) has ceased or substantially reduced, or will cease or substantially reduce, use of such Company Subsidiary with any products or services of the Material Customers 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 such Company Subsidiary the consummation of the transactions contemplated by this Agreement and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryAncillary Agreements. (b) Schedule 5.26(bSection 3.14(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and the Disclosure Letter sets forth a true and complete list of (i) the terms 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 contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, supplier invoiced the Company or the applicable Company Subsidiary, been any change in the business relationship of and its Subsidiaries during such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) period. Neither the Company nor its Subsidiaries have received any Company Subsidiary notice or has knowingly breachedany reason to believe that there has been any material adverse change in the price of such supplies or services provided by any such supplier, so 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 to provide a benefit those used in its current sales to the Company or such Company Subsidiary that was not intended and its Subsidiaries, subject to general and customary price increases, including as a result of the consummation of the transactions contemplated by this Agreement and the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company SubsidiaryAncillary Agreements.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms top ten customers of the contracts outstanding 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 amount of revenues accounted for by such customer during each such period and (b) each of the date hereof andtop five suppliers of the Company and its Subsidiaries, taken as a whole (by volume in dollars of purchases from such suppliers), for the event more than one Customer Contract is attributable to twelve-month period immediately preceding the same customer or customers with respect to Most Recent Balance Sheet Date (each such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (eachperson, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer ContractsMajor Supplier"). Except as set forth on Schedule 5.26(a)3.23, there since the Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries has notreceived written notice from any customer of the Company or any of its Subsidiaries, nor, to the Knowledge of the SellerCompany, has any customer of the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Sellerits Subsidiaries threatened, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer it intends to terminate or materially change modify its business relationship existing agreement with such the Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate listits Subsidiaries, as of December 31, 2001, of each requirement contract or materially reduce the aggregate amount paid to the Company and exclusive supply contract with any supplier of a Company Subsidiary its Subsidiaries for products and sets forth the terms of each such contract, agreement or arrangementservices. Except as set forth on Schedule 5.26(b)3.23, there since the Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries has notreceived written notice from any Major Supplier, nor, to the Knowledge of the SellerCompany, the Company or the applicable Company Subsidiaryhas any Major Supplier threatened, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier it intends to terminate or materially change modify its business relationship existing agreement with such the Company Subsidiary. (c) and its Subsidiaries, or materially increase the aggregate amount charged to the Company and its Subsidiaries for products and services. Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breached, so as to provide a benefit to received written notice from any customer of the Company or any of its Subsidiaries or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise seek relief from or make an assignment for the benefit of its creditors and, to the Company's Knowledge, no such Company Subsidiary that was not intended by the parties, any agreement with, notice or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiaryaction has been threatened.

Customers and Suppliers. (a) Schedule 5.26(aNeither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) contains a complete and accurate listthe three fiscal years ended March 30, as 2013 was, and/or (ii) the fiscal year ending March 31, 2014 is projected to be, one of the date twenty (20) largest customers of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of Company Products based on amounts paid or payable to the Company or its Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to by such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material “Significant Customer"”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and any such disputes that did not, and/or are not projected to, exceed $500,000 in the aggregate. Neither the Company nor any of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there its Subsidiaries has notreceived any written or, to the Knowledge knowledge of the SellerCompany, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received oral notice from any Material Significant Customer that such Material 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 change modify any existing Contracts with the Company (or the Surviving Corporation or Parent) or any of its business relationship with such Company SubsidiarySubsidiaries. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breachedany outstanding dispute concerning products and/or services provided by any supplier, so as 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 provide a benefit be, one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries based on amounts paid or such Company Subsidiary that was not intended payable by the partiesCompany and its Subsidiaries to such supplier (each, a “Significant Supplier”) other than any agreement withsuch dispute that did not, or engaged in any fraudulent conduct with respect and/or is not projected to, exceed $50,000 individually and any customer such disputes that did not, and/or are not projected to, exceed $150,000 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 Supplier that such Significant Supplier shall not continue as a supplier to the Company (or supplier the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company Subsidiary.(or the Surviving Corporation or Parent) of any of its Subsidiaries. ARTICLE IV

Customers and Suppliers. (a) Schedule 5.26(a2.31(a) contains a complete and accurate list, as sets forth all of the date suppliers of this AgreementSeller (other than suppliers that supply less than $5,000 to Seller in a given year) for the years ended December 31, of 2010 and December 31, 2011, and any supplier with whom Seller has an exclusive supply arrangement (collectively, the 15 largest contracts “Seller’s Suppliers”) and the approximate amounts for which Seller’s Suppliers invoiced Seller during such periods. (the "Customer Contracts"i) above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as As of the date hereof andall of Seller’s Suppliers continue to be suppliers of Seller; (ii) Seller has not received any notice that any of Seller’s Suppliers will reduce materially its business with Seller from the levels achieved during the year ended December 31, in the event more than one Customer Contract is attributable 2011; (iii) since December 31, 2010, none of Seller’s Suppliers has terminated its relationship with Seller or, to the same customer or customers Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Suppliers has modified or, to the Seller’s Knowledge, notified Seller that it intends to modify any relationship with Seller in a manner which is less favorable in any material respect to Seller, or to Seller’s Knowledge, notified Seller that it will not do business on such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists terms and conditions at least 15 different customers as favorable in all material respects as the terms and conditions provided to Seller on December 31, 2010; and (eachv) Seller is not involved in any material claim, dispute or controversy with any of Seller’s Suppliers. To Seller’s Knowledge, none of Seller’s Suppliers has taken or threatened to take any of the actions described in this Section 2.31(a) as a "Material Customer") result of such Company Subsidiary (together with the Customer Contractstransactions contemplated by this Agreement. To the Seller’s Knowledge, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a)since December 31, 2010, there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any no other material adverse change in the business relationship of such between the Company Subsidiary with and any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary’s Suppliers. (b) Schedule 5.26(b2.31(b) contains a complete and accurate list, as sets forth all customers of Seller for the years ended December 31, 20012010 and December 31, 2011 (the “Seller’s Customers”) and the amounts for which Seller invoiced each of each requirement contract Seller’s Customers during such periods. (i) As of the date hereof all of Seller’s Customers continue to be customers of Seller; (ii) Seller has not received any notice that any of Seller’s Customer will reduce materially its business with Seller from the levels achieved during the year ended December 31, 2011; (iii) since December 31, 2010, none of Seller’s Customers has terminated its relationship with Seller or, to Seller’s Knowledge, threatened to do so; (iv) since December 31, 2010, none of Seller’s Customers has modified or, to Seller’s Knowledge, notified Seller that it intends to modify its relationship with Seller in a manner which is less favorable, in any material respect, to Seller or, to Seller’s Knowledge, notified Seller that it will not do business on such terms and exclusive supply contract conditions at least as favorable in all material respects as the terms and conditions provided to Seller on December 31, 2010; and (v) Seller is not involved in any material claim, dispute or controversy with any supplier of Seller’s Customers. To Seller’s Knowledge, none of Seller’s Customers has taken or threatened to take any of the actions described in this Section 2.31(b) as a Company Subsidiary and sets forth result of the terms of each such contracttransactions contemplated by this Agreement. To the Seller’s Knowledge, agreement or arrangement. Except as set forth on Schedule 5.26(b)since December 31, 2010, there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any no other material adverse change in the business relationship between Seller and any of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.’s Customers

Customers and Suppliers. (a) Schedule 5.26(aSection 4.19(a) contains a complete and accurate list, as of the date of this Agreement, of Disclosure Schedules sets forth with respect to the 15 largest contracts Business (the "Customer Contracts"i) above each customer who has paid aggregate consideration to Seller for goods or services rendered in an amount greater than or equal to $50,000 of for each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiarytwo (2) most recent fiscal years (collectively, the next largest customer contracts until Schedule 5.26(a“Material Customers”); and (ii) lists at least 15 different customers (each, a "Material Customer") the amount of such Company Subsidiary (together with the Customer Contracts, the "consideration paid by each Material Customer Contracts")during such periods. Except as set forth on Schedule 5.26(a)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 has notare 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 Knowledge 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 material disputes or disagreements (regardless whether the Company same has or the applicable Company Subsidiary, been could give rise to any change in the business relationship of such Company Subsidiary Action) with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryCustomers. (b) Schedule 5.26(bSection 4.19(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and the Disclosure Schedules sets forth with respect to the terms Business (i) each supplier to whom Seller has 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 contract, agreement or arrangementperiods. Except as set forth on Schedule 5.26(b)in Section 4.19(b) of the Disclosure Schedules, Seller, Owners and their respective Representatives have not received any notice (written or oral) that any of the Material Suppliers has ceased or intends to cease after the Closing, and to Seller’s Knowledge, there has notare and have not been any facts or circumstances that could reasonably be expected to result in any of the Material Suppliers ceasing, to supply goods or services to the Knowledge of the Seller, the Company Business or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to otherwise terminate or materially change reduce its business relationship with such Company Subsidiarythe Business. To Seller’s Knowledge, Seller and its Representatives have no material disputes or disagreements (regardless whether the same has or could give rise to any Action) with any of the Material Suppliers. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of Neither Seller nor the Company Subsidiaries in terms nor the Subsidiary has received any written notice and the Seller has no knowledge that any customer of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers Seller (solely with respect to such Company Subsidiarythe Business or the Assigned MNS Assets), the next largest customer contracts until Schedule 5.26(aCompany or the Subsidiary: (i) lists at least 15 different customers (eachhas ceased or substantially reduced, a "Material Customer") or will cease or substantially reduce, use of such Company Subsidiary (together with the Customer Contractsproducts or services of Seller, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a)Company and the Subsidiary; (ii) has sought in writing, there has notor is seeking in writing, to reduce the Knowledge price it will pay for the services of Seller, the Company and the Subsidiary; or (iii) with respect to the customers whose agreement with Seller, the Company or the applicable Subsidiary will expire within the next six (6) months in accordance with their terms (absent renewal thereof), that such customer either (A) plans not to renew its agreement with Seller, the Company Subsidiaryand/or the Subsidiary or (B) will not renew its agreement with Seller, the Company and/or the Subsidiary upon terms substantially the same as those currently in effect. To the Seller’s knowledge, none of the customers of Seller (solely with respect to the Business or the Assigned MNS Assets), the Company or the Subsidiary 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. Part 2.9(a) of the Disclosure Schedule identifies the revenues received from each of the top ten (10) customers of Seller (solely with respect to the Business or the Assigned MNS Assets), the Company and the Subsidiary (based on revenues) for each of the five (5) months ended May 31, 2014 and the fiscal year ended December 31, 2013. (b) Neither Seller nor the Company nor the Subsidiary has received any written notice and the Seller has no knowledge that there has been any material adverse change in the business relationship price of any supplies or services provided to Seller (solely with respect to the Business or the Assigned MNS Assets), the Company or the Subsidiary by any supplier, or that any such supplier will not sell supplies or services to Seller, the Company, the Subsidiary or Purchaser after the date of this Agreement on terms and conditions substantially the same as those used in its current sales to Seller, the Company and the Subsidiary, other than general and customary price increases. With respect to those suppliers whose agreements with Seller (solely with respect to the Business or the Assigned MNS Assets), the Company or the Subsidiary will expire within the next six (6) months in accordance with any of the Material Customers of such Company Subsidiary and their terms (absent renewal thereof), neither the Seller, the Company nor such Company the Subsidiary has received any written notice from and the Seller has no knowledge that any Material Customer that such Material Customer intends supplier either (i) plans not to terminate renew its agreement with Seller, the Company and/or the Subsidiary or materially change (ii) will not renew its business relationship agreement with such Seller, the Company Subsidiary. and/or the Subsidiary upon terms substantially the same as those currently in effect. To the Seller’s knowledge, none of the suppliers to Seller (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract solely with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, respect to the Knowledge of Business or the SellerAssigned MNS Assets), the Company or the applicable Company Subsidiary, been Subsidiary has otherwise threatened to take any change action described in the business relationship preceding sentence as a result of such Company Subsidiary the consummation of the transactions contemplated by this Agreement. Part 2.9(b) of the Disclosure Schedule sets forth a complete and correct list of the ten (10) suppliers that accounted for the largest dollar volume of purchases by Seller (solely with any material supplier of such Company Subsidiary and neither respect to the SellerBusiness or the Assigned MNS Assets), the Company nor such Company and the Subsidiary has received notice from any material supplier during each of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiarythe five (5) months ended May 31, 2014 and the fiscal year ended December 31, 2013. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(aSection 3.15(a) contains a complete and accurate list, as of the date of this Agreement, Disclosure Schedule sets forth a true and complete list of the 15 largest contracts top ten (the "Customer Contracts"10) above $50,000 of each customers of the Company Subsidiaries in terms Business based on revenue of the contracts outstanding as 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 date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers 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 such Company Subsidiarythe Business) (i) has ceased or materially reduced, or will cease or substantially reduce, use of products or services relating to the next largest customer contracts until Schedule 5.26(aBusiness or (ii) lists at least 15 different customers (eachhas sought, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has notor is seeking, to reduce the Knowledge of price it will pay for the Seller, products and services relating to the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryBusiness. (b) Section 3.15(b) of the Disclosure Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth a true and complete list of the terms of 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 contractsupplier invoiced the Sasol Group with respect to the Business during such period (the “Material Suppliers”). To the Existing Member’s Knowledge, agreement or arrangement. Except as set forth on Schedule 5.26(b), no member of the Sasol Group has received any written notice that there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any material adverse change in the business relationship price of such Company Subsidiary supplies or services provided by any such Material Supplier (excluding any Material Suppliers that have month-to-month Contracts with respect to the Business), or that any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate Material Supplier will not sell supplies or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit services to the Company or such Company Subsidiary that was not intended by at any time after the partiesClosing Date on terms and conditions substantially the same as those used in its current sales to the Sasol Group, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiarysubject to general and customary price increases.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a3.23(a), there since December 31, 2008, no customer of the Business who accounts for more than $2,000,000 of sales revenue for the twelve-month period ended June 30, 2009, has notstated in writing to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller or, to the Knowledge Seller’s Knowledge, stated orally to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller, that it will cease to do business with the Company Business, and to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such customer and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such customer and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the execution of this Agreement and the Closing, any such customer advises the Seller or any Seller Affiliate that it will cease to do business with the applicable Company SubsidiarySeller Affiliate arising from or related to the pendency of the transaction with the Buyer acquiring control of the Acquired Companies, been any change in this representation shall not be untrue if the business relationship Buyer is made aware of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiaryfacts. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b3.23(b), there since December 31, 2008, no supplier of the Business who accounts for more than ten percent (10%) of payments made by the Acquired Companies for the twelve-month period ended June 30, 2009, has notstated in writing to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller or, to the Knowledge Seller’s Knowledge, stated orally to the Seller, any Selling Subsidiary, any Acquired Company or any other Affiliate of the Seller, that it will cease to do business with the Company Business, and to the Seller's Knowledge there are no facts currently known to the Seller with respect to the relationship between such supplier and the relevant Seller Affiliate that would, when viewed objectively, demonstrate that the relationship between such supplier and the relevant Seller Affiliate will not continue after Closing, provided that if between the date of the execution of this Agreement and the Closing, any such supplier advises the Seller or any Seller Affiliate that it will cease to do business with the applicable Company SubsidiarySeller Affiliate arising from or related to the pendency of the transaction with the Buyer acquiring control of the Acquired Companies, been any change in this representation shall not be untrue if the business relationship Buyer is made aware of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiaryfacts. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a) Part 3.22 of the Disclosure Letter contains a complete and accurate listlist as of the date of this Agreement of: (i) the 25 largest customers of the Seymour Companies in terms of sales, as and the amount of such sales to each such customer, during the last fiscal year, and (ii) the 15 largest suppliers of the Seymour Companies in terms of purchases, and the amount of such purchases from each such Supplier, during the last fiscal year. (b) As of the date of this Agreement, the aggregate of all accepted and unfilled orders for the 15 largest contracts 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. (the "Customer Contracts"i) above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as As of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a)this Agreement, there has notexists no actual or, to the Knowledge of the SellerSeymour Companies, the Company threatened termination or the applicable Company Subsidiary, been any change in cancellation of the business relationship of such Company Subsidiary 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 been no notice (written, or to the knowledge of the Seymour Companies, oral) from any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, fifteen largest suppliers to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary Seymour Companies that such supplier intends will not continue to terminate or materially change its business relationship make deliveries on the same price, quality and delivery terms and conditions consistent with past practices of such Company Subsidiary.suppliers; (ciii) Neither As of the Company nor date of this Agreement, there are no pending claims against the Seymour Companies to return merchandise by reason of alleged overshipments, defective merchandise or otherwise, in excess of $50,000; (iv) There is no merchandise in the hands of customers under an understanding that such merchandise would be returned; and (v) If after the date of this Agreement, the Seymour Companies receive notice of any Company Subsidiary has knowingly breachedclaims against the Seymour Companies to return merchandise by reason of alleged overshipments, defective merchandise or otherwise in excess of $50,000, the Seymour Companies will use their reasonable best efforts to so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiarynotify HPII thereof promptly.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as To the Knowledge of the date 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 this Agreementits Subsidiaries has any outstanding disputes concerning Company Products with any customer who, in any of the 15 largest contracts previous two (2) fiscal years or the "Customer Contracts"last twelve (12) above $50,000 of each months prior to the date hereof, was one of the ten (10) largest customers of Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable Products based on amounts paid or payable to the same customer Company or customers with respect to its Subsidiaries by such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material “Significant Customer"”) of such Company Subsidiary and (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and ii) neither the Seller, the Company nor such Company Subsidiary any of its Subsidiaries has received any written notice from any Material Significant Customer that such Material 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 change modify any existing Contracts with the Company or any of its business relationship with such Company SubsidiarySubsidiaries (or the Surviving Corporation or Parent). (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to To the Knowledge of the SellerCompany, 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 of products and/or services to the Company and its Subsidiaries based on amounts paid or payable by the Company and its Subsidiaries to such 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 Significant Supplier shall not continue as a supplier to the Company or any of its Subsidiaries (or the applicable Company Subsidiary, been any change in Surviving Corporation or Parent) after the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary Closing or that such supplier Significant Supplier intends to terminate or materially change its business relationship modify existing Contracts with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by any of its Subsidiaries (or the parties, any agreement with, Surviving Corporation or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company SubsidiaryParent).

Customers and Suppliers. (a) Schedule 5.26(aSection 4.21(a) contains of the Disclosure Schedules sets forth a complete and accurate list, as list of the date of this Agreement, top ten (10) customers by revenue of the 15 largest contracts Acquired Companies (the "Customer Contracts") above $50,000 of other than Hilo), taken as a whole, for each of the Company Subsidiaries in terms twelve-month period ended December 31, 2020 and the six-month period ended June 30, 2021 (the “Top Customers”) and the amount of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is revenue attributable to each such Top Customer in respect of each such period. During the same customer or customers with respect to such Company Subsidiarypast twelve (12) months, the next largest customer contracts until Schedule 5.26(aAcquired Companies (other than Hilo) lists at least 15 different customers (eachhave not received any written notice that any Top Customer has ceased, a "Material Customer") of such Company Subsidiary (together or will cease to, conduct business with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(aapplicable Acquired Company (other than Hilo), there and no Top Customer has not, to the Knowledge of the Seller, the Company or otherwise materially and adversely modified its relationship with the applicable Acquired Company Subsidiary, been any change (other than Hilo) or threatened in the business relationship of such Company Subsidiary writing to do so. There is no outstanding material dispute with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryTop Customer. (b) Schedule 5.26(bSection 4.21(b) contains of the Disclosure Schedules sets forth a complete and accurate listlist of the top ten (10) suppliers by payment of raw materials, supplies, merchandise and other goods or services to the Acquired Companies (other than Hilo), taken as a whole, for each of the twelve-month period ended December 31, 20012020 and the six-month period ended June 30, of 2021 (the “Top Suppliers”) and the amount for which each requirement contract and exclusive supply contract with any supplier of a such Top Supplier invoiced the applicable Acquired Company Subsidiary and sets forth the terms (other than Hilo) in respect of each such contractperiod. During the past twelve (12) months, agreement the Acquired Companies (other than Hilo) have not received any written notice that any Top Supplier has ceased, or arrangement. Except as set forth on Schedule 5.26(bwill cease to, conduct business with the applicable Acquired Company (other than Hilo), there and no Top Supplier has not, otherwise materially and adversely modified its relationship with the applicable Acquired Company (other than Hilo) or threatened in writing to do so. There is no outstanding material dispute with any Top Supplier. With respect to the Knowledge Material Contracts listed on Section 4.10(a)(xi) of the SellerDisclosure Schedules, the Company there is no outstanding or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary pending material dispute with any material supplier of counterparty to any such Contract and no Acquired Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received any written notice from any counterparty to any such Contract threatening any such material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiarydispute. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(aNeither the Company nor any of its Subsidiaries has any outstanding disputes concerning any Company Products with any customer, who in either (i) contains a complete and accurate listthe three fiscal years ended March 30, as 2013 was, and/or (ii) the fiscal year ending March 31, 2014 is projected to be, one of the date twenty (20) largest customers of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of Company Products based on amounts paid or payable to the Company or its Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to by such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material “Significant Customer"”) other than any such dispute that did not, and/or is not projected to, exceed $100,000 individually and any such disputes that did not, and/or are not projected to, exceed $500,000 in the aggregate. Neither the Company nor any of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there its Subsidiaries has notreceived any written or, to the Knowledge knowledge of the SellerCompany, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received oral notice from any Material Significant Customer that such Material 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 change modify any existing Contracts with the Company (or the Surviving Corporation or Parent) or any of its business relationship with such Company SubsidiarySubsidiaries. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breachedany outstanding dispute concerning products and/or services provided by any supplier, so as 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 provide a benefit be, one of the ten (10) largest suppliers of products and/or services to the Company and its Subsidiaries based on amounts paid or such Company Subsidiary that was not intended payable by the partiesCompany and its Subsidiaries to such supplier (each, a “Significant Supplier”) other than any agreement withsuch dispute that did not, or engaged in any fraudulent conduct with respect and/or is not projected to, exceed $50,000 individually and any customer such disputes that did not, and/or are not projected to, exceed $150,000 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 Supplier that such Significant Supplier shall not continue as a supplier to the Company (or supplier the Surviving Corporation or Parent) or any of its Subsidiaries after the Closing or that such Significant Supplier intends to terminate or materially modify existing Contracts with the Company Subsidiary(or the Surviving Corporation or Parent) of any of its Subsidiaries.

Customers and Suppliers. (a) Schedule 5.26(a3.22(a)(i) contains of the Disclosure Schedules sets forth a true and complete list of (i) the names and accurate listaddresses of all customers of the Company and its Subsidiaries that is one of the top 25 customers based on sales during the 12 months ended Xxxxx 00, as 0000, (xx) 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. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written or, to the 15 largest contracts Company’s knowledge, oral notice that any of such customers (the "Customer Contracts"A) above $50,000 has ceased or substantially reduced, or will cease or substantially reduce, use of each products or services of the Company or its Subsidiaries in terms of the contracts outstanding as of the date hereof andor (B) has sought, in the event more than one Customer Contract or is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has notseeking, to reduce the Knowledge price it will pay for the products or services of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiarySubsidiaries. (b) Schedule 5.26(b3.22(b) contains of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and accurate list, as its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of December the top 10 suppliers based on invoices during for the 12 months ended March 31, 2001, of each requirement contract 2014 and exclusive supply contract with any supplier of a Company Subsidiary and sets forth (ii) the terms of amount for which each such contract, agreement supplier invoiced the Company or arrangementsuch Subsidiary during such period. Except as set forth on Schedule 5.26(b), there Neither the Company nor any of its Subsidiaries has notreceived any written or, to the Knowledge of the SellerCompany’s knowledge, the Company or the applicable Company Subsidiary, oral notice that there has been any material adverse change in the business relationship price of such Company Subsidiary with supplies or services provided by any material such supplier, or that any such supplier of such Company Subsidiary and neither the Seller, will not continue to sell supplies or services to the Company nor such and its Subsidiaries on terms and conditions substantially the same as those used in its current sales to the Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends and its Subsidiaries, subject to terminate or materially change its business relationship with such Company Subsidiarygeneral and customary price increases. (c) Neither Schedule 3.22(c) of the Disclosure Schedules sets forth a true and complete list of the names and addresses of each customer of the Company nor any Company Subsidiary has knowingly breachedand its Subsidiaries that is one of the top 10 providers of data for the Company’s pool of addressable audience as of April 4, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary2014.

Customers and Suppliers. (a) Schedule 5.26(aSection 4.19(a)(i) contains a complete and accurate list, as of the date of this Agreement, Disclosure Schedules sets forth the top 30 customers of the 15 largest contracts (the "Customer Contracts") above $50,000 Company and its Subsidiaries, taken as a whole, in terms of GAAP revenue during each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to Company’s three preceding fiscal years (each such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (eachcustomer, a "Material “Top 30 Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"”). Except as set forth on Schedule 5.26(a)in Section 4.19(a)(ii) of the Disclosure Schedules, there no such customer has notcanceled or otherwise terminated, or, to the Knowledge of the SellerCompany, threatened to cancel or otherwise terminate, its relationship with the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, its Subsidiaries. Neither the Company nor such Company Subsidiary any of its Subsidiaries has received written notice that any such customer may cancel or otherwise materially and adversely modify its relationship (including, without limitation, by seeking to renegotiate contractual terms) with the Company or any of its Subsidiaries or limit its purchases from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiarythe Company. (b) Schedule 5.26(bSection 4.19(b)(i) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and the Disclosure Schedules sets forth the terms top 20 suppliers of the Company and its Subsidiaries, taken as a whole, based upon annual cash payments by the Company or its Subsidiaries to its suppliers, during each of the Company’s three preceding fiscal years (each such contractsupplier, agreement or arrangementa “Top 20 Supplier”). Except as set forth on Schedule 5.26(bin Section 4.19(b)(ii) of the Disclosure Schedules, 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 (including any Seller and its Affiliates), there has not, or that any such supplier (including any Seller and its Affiliates) will not sell supplies or services to the Knowledge of the Seller, the Company or any of its Subsidiaries at any time after the applicable Closing Date on terms and conditions substantially the same as those used in its current sales to the Company Subsidiaryor any of its Subsidiaries. To the Company’s Knowledge, been no such supplier has otherwise threatened to take any change action described in the business relationship preceding sentence as a result of such Company Subsidiary with any material supplier the consummation of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiarytransactions contemplated hereby. (c) Neither Since December 31, 2012, the Company nor and each of its Subsidiaries 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 consistent with past practice and have not engaged in (i) any Company Subsidiary has knowingly breachedtrade loading practices or any other promotional, so as sales, rebate or discount activity with any customers, registrars, resellers or distributors with the effect of accelerating to provide a benefit pre-Closing periods sales that would otherwise be expected (based on 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 effect of postponing to post-Closing periods payments by the Company or such Company Subsidiary any of its Subsidiaries that was not intended by the parties, any agreement withwould otherwise be expected (based on past practice) to be made in pre-Closing periods, or engaged (iv) any other promotional, sales, rebate or discount activity or deferred revenue activity, in any fraudulent conduct each case in this clause (iv), in a manner outside the ordinary course of business or inconsistent with respect to, any customer or supplier of such Company Subsidiarypast practice.

Customers and Suppliers. (a) Schedule 5.26(a3.20(a) contains of the Sellers’ Disclosure Letter sets forth with respect to the Business the top ten customers based on aggregate consideration paid to the RFG Family Entities (on a complete consolidated basis) for goods or services for each of the two most recent fiscal years (each such customer a “Material Customer”), and accurate listfor the Top 5 Customers, the amount of Revenues derived from such Top 5 Customers during the most recently completed fiscal year. [* * *] are the top five customers of the RFG Family Entities (on a consolidated basis) based on aggregate consideration paid to the RFG Family Entities (on a consolidated basis) for goods or services for the two most recent fiscal years. As of the date hereof, no RFG Family Entity has received any written notice that any of the Material Customers has ceased, or intends to cease after the Closing, to use the goods or services of the RFG Family Entities or to otherwise terminate or reduce its relationship with the Business. The [* * *] has been or will be renewed prior to the termination date set forth in such agreement and the RFG Family Entities and [* * *] have completed negotiations with respect to such renewal. Except as specifically set forth in a Contract provided to Purchaser or otherwise disclosed to Purchaser in writing, as of the date hereof, no RFG Family Entity is party to any agreement, arrangement or understanding with any Material Customer regarding any rebate, discount, allowance, slotting fee or other similar arrangement other than entered into in the ordinary course of this Agreementbusiness, consistent with past practice. There are no facts or circumstances (including the consummation of the 15 largest contracts transactions contemplated hereby) that are likely to result in the loss of any one such customer or group of customers of any RFG Family Entity or have a Material Adverse Effect on the relationship of any RFG Family Entity with such a customer or group of customers. (b) Schedule 3.20(b) of the "Customer Contracts"Sellers’ Disclosure Letter sets forth with respect to the Business the top ten suppliers to whom the RFG Family Entities (on a consolidated basis) above $50,000 of have paid consideration for goods or services rendered based on the aggregate amount paid for each of the Company Subsidiaries in terms of the contracts outstanding as two most recent fiscal years (each such supplier a “Material Suppliers”). As of the date hereof andhereof, no RFG Family Entity has received any written notice that any of the Material Suppliers has ceased, or intends to cease, to supply goods or services to the RFG Entities or to otherwise terminate or reduce its relationship with the Business and to the Knowledge of the RFG Family Entities, there are no facts or circumstances (including the consummation of the transactions contemplated hereby) that are likely to result in the event more than loss of any one Customer Contract is attributable to such supplier or group of suppliers of any of the same customer RFG Family Entities or customers have a Material Adverse Effect on the relationship of any of the RFG Family Entities with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(aa supplier or group of suppliers. (c) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a3.20(c), there as of the date hereof, no RFG Family Entity has notreceived any written notice that any of the Co-Packers has ceased, or intends to cease, to supply goods or services to the RFG Family Entities or to otherwise terminate or reduce its relationship with the RFG Entities and to the Knowledge of the SellerRFG Family Entities, there are no facts or circumstances (including the Company or consummation of the applicable Company Subsidiary, been any change transactions contemplated hereby) that are likely to result in the business relationship loss of any one such Company Subsidiary with Co-Packer or group of Co-Packers by any of the RFG Family Entities or have a Material Customers Adverse Effect on the relationship of such Company Subsidiary and neither any of the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship RFG Family Entities with such Company Subsidiarya Co-Packer or group of Co-Packers. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate listSection 4.22 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of (a) (i) the top 20 customers of the 15 largest contracts "Printed Products" segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "Customer ContractsPrinted Products Key Customers") above $50,000 and sets forth opposite the name of each such Printed Products Key Customer the approximate amount of revenue attributable to such Printed Products Key Customer during such period, and (ii) the top 20 suppliers of the "Printed Products" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in terms fiscal year 2006 (on an annualized basis) (the "Printed Products Key Suppliers") and sets forth opposite the name of such Printed Products Key Supplier the approximate aggregate amounts paid to such Printed Products Key Supplier during such period, (b) (i) the top 20 customers of the contracts outstanding as "Software & Services" segment of the date hereof Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "S&S Key Customers") and sets forth opposite the name of such S&S Key Customer the approximate amount of revenue attributable to such S&S Key Customer during such period, and (ii) the top 20 suppliers of the "Software & Services" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the "S&S Key Suppliers") and sets forth opposite the name of such S&S Key Supplier the approximate aggregate amounts paid to such S&S Key Supplier during such period, and (c) (i) the top 20 customers of the "Scantron" segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the "Scantron Key Customers" and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer ContractsPrinted Products Key Customers and the S&S Key Customers, the "Material Customer ContractsKey Customers")) and sets forth opposite the name of such Scantron Key Customer the approximate amount of revenue attributable to such Scantron Key Customer during such period, and (ii) the top 20 suppliers of the "Scantron" segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the "Scantron Key Suppliers" and, together with the Printed Products Key Suppliers and the S&S Key Suppliers, the "Key Suppliers") and sets forth opposite the name of such Scantron Key Supplier the approximate aggregate amounts paid to such Scantron Key Supplier during such period. Except as set forth on Schedule 5.26(a)Since December 31, there has not, 2005 to the Knowledge date of the Sellerthis Agreement, (i) no Key Customer or Key Supplier has cancelled or otherwise terminated its relationship with the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and its Subsidiaries, (ii) neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breached, so as received any notice from any Key Customer or Key Supplier to provide a benefit the effect that any such Key Customer or Key Supplier intends to (A) terminate or adversely modify in any material respect its relationship with the Company or such Company Subsidiary that was not intended any of its Subsidiaries or (B) initiate a bidding or rebidding process or request proposals with respect to any business currently provided by the parties, Company or any agreement with, or engaged of its Subsidiaries and (iii) neither the Company nor any of its Subsidiaries has been involved in any fraudulent conduct material dispute with respect to, any customer a Key Customer or supplier of such Company SubsidiaryKey Supplier.

Customers and Suppliers. (a) Schedule 5.26(aSection 4.22(a) contains a complete and accurate list, as of the date of this Agreement, Disclosure Schedule sets forth a true and complete list of the 15 largest contracts ten (the "Customer Contracts"10) above $50,000 suppliers of each of goods or services to the Company and its Subsidiaries in terms of during the contracts outstanding as of twelve (12) month periods ended March 31, 2018 and March 31, 2019 and the date hereof andsix (6) month period ended September 30, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary2019, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, dollar amount of such goods and services purchased by the "Material Customer Contracts")Company or its Subsidiaries from such suppliers during each such time period. Except as set forth on Section 4.22(a) of the Disclosure Schedule, no supplier listed on Section 4.22(a) of the Disclosure Schedule 5.26(a)has cancelled or terminated its relationship with the Company or its Subsidiaries or materially changed the pricing or other terms of its business with the Company or its Subsidiaries, there and no such supplier has notthreatened or notified the Company in writing that it intends to cancel, to terminate or materially change the pricing or other terms of its business with the Company or its Subsidiaries. To the Knowledge of the SellerCompany, no event has occurred that would be reasonably expected to materially and adversely affect the Company Company’s or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary its Subsidiaries’ relations with any supplier identified on Section 4.22(a) of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryDisclosure Schedule. (b) Section 4.22(b) of the Disclosure Schedule 5.26(bsets forth a true and complete list of the largest ten (10) contains a complete customers of the Company and accurate list, as of December its Subsidiaries during the twelve (12) month periods ended March 31, 20012018 and March 31, 2019 and the six (6) month period ended September 30, 2019, together with the dollar amount of each requirement contract such goods and exclusive supply contract with any supplier of a services purchased from the Company Subsidiary and sets forth the terms of each or its Subsidiaries by such contract, agreement or arrangementcustomers during such time period. Except as set forth on Section 4.22(b) of the Disclosure Schedule, no customer listed on Section 4.22(b) of the Disclosure Schedule 5.26(b)has cancelled or terminated its relationship with the Company or its Subsidiaries or materially decreased its business with the Company or its Subsidiaries, there and no such customer has notthreatened or notified the Company in writing that it intends to cancel, to terminate or materially decrease its business with the Company or its Subsidiaries. To the Knowledge of the SellerCompany, no event has occurred that would be reasonably expected to materially and adversely affect the Company Company’s or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary its Subsidiaries’ relations with any material supplier customer identified on Section 4.22(b) of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company SubsidiaryDisclosure Schedule. (c) Neither No Person has the Company nor exclusive right, by Contract or otherwise, to advertise, market, sell, provide, manufacture, produce, distribute or supply any Company Subsidiary has knowingly breached, so as to provide a benefit to of the products or services of the Company or such Company Subsidiary that was not intended by the partiesany of its Subsidiaries to any geography, any agreement with, Person or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiaryotherwise.

Customers and Suppliers. (a) Schedule 5.26(aSection 4.13(a) of the Disclosure Schedules contains a true, correct and complete and accurate list, as list of (i) the top six (6) customers of the date of this Agreement, Seller’s fabrication division of the 15 largest contracts Business and the top four (4) customers of the "Customer Contracts") above $50,000 Seller’s contracting division of the Business, in each case by Dollar volume during each of the Company Subsidiaries in terms two (2) preceding calendar years ending December 31, 2021 and December 31, 2022 (collectively, the “Top Customers”) and identifying the total revenues attributable to each such Top Customer during such period. None of the contracts outstanding as of Top Customers has notified the date hereof andSeller in writing that it has cancelled, in terminated or modified its relationship with the event more than one Customer Contract is attributable Seller or that it intends to cancel, terminate or modify its relationship with the Seller or, to the same extent such Top Customer is a recurring customer of Seller or customers has an active project with respect to such Company SubsidiarySeller, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together materially decrease its business with the Customer Contracts, the "Material Customer Contracts")Seller. Except as set forth on Schedule 5.26(a), there has not, to To the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any following consummation of the Material Customers Transaction, none of the Top Customers, to the extent such Company Subsidiary and neither Top Customer is a recurring customer of Seller, is likely to cease, modify or materially decrease its business or otherwise modify its relationship with the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(bSection 4.13(b) of the Disclosure Schedules contains a true, correct and complete and accurate listlist of the top nine (9) suppliers of the Seller’s Business, as by Dollar volume during each of the two (2) preceding calendar years ending December 31, 20012021 and December 31, 2022 (collectively, the “Top Suppliers”) and identifying the total payments attributable to each such Top Supplier during such period. None of each requirement contract and exclusive supply contract the Top Suppliers has notified the Seller in writing that it has cancelled, terminated or modified its relationship with any the Seller or that it intends to cancel, terminate or modify its relationship with the Seller, to the extent such Top Supplier is a recurring supplier of a Company Subsidiary and sets forth Seller or has an active project with the terms of each such contractSeller, agreement or arrangementmaterially decrease its business with the Seller. Except as set forth on Schedule 5.26(b), there has not, to To the Knowledge of the Seller, following consummation of the Company or Transaction, none of the applicable Company SubsidiaryTop Suppliers, been any change in to the business relationship of extent such Company Subsidiary with any material Top Supplier is a recurring supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends is likely to terminate cease modify or materially change decrease its business or otherwise modify its relationship with such Company Subsidiarythe Seller. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a3.20(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms Disclosure Letter sets forth the top 25 customers (or group of affiliated customers) of the contracts outstanding Acquired Companies based on payments received or due over the 12 complete calendar months ended as of the date hereof andMarch 31, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers 2016 (each, a "Material “Significant Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"”). Except As of the Agreement Date, all Significant Customers are (i) current in their payment of invoices and (ii) none of the Acquired Companies has, and since April 1, 2015 through the Agreement Date has not had, any material disputes with any Significant Customer that arose and are unresolved as set forth on Schedule 5.26(a)of the Agreement Date. Since December 31, there 2015 through the Agreement Date, none of the Acquired Companies has notreceived any written or, to the Knowledge of the SellerCompany, oral notice that any Significant Customer will not continue as a customer of any of the Company Acquired Companies or the applicable Company Subsidiary, been any change in the business relationship of that such Company Subsidiary customer intends to terminate existing Contracts with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate Acquired Companies or materially change its decrease their business relationship with such Company Subsidiaryany of the Acquired Companies. (b) Schedule 5.26(b3.20(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a the Company Subsidiary and Disclosure Letter sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, top 15 vendors to the Knowledge Acquired Companies based on amounts paid or payable by the Acquired Companies to such suppliers over the 12 complete calendar months ended as of March 31, 2016 (each, a “Significant Supplier”). Each of the SellerAcquired Companies is current in its payments to all Significant Suppliers and none of the Acquired Companies has, and since April 1, 2015 through the Agreement Date, has not had, any material dispute concerning Contracts with or products and/or services provided by any Significant Supplier that remains unresolved. As of the Agreement Date, the Company or the applicable Company Subsidiary, been any change in the business relationship has no Knowledge of such Company Subsidiary with any material supplier dissatisfaction on the part of such Company Subsidiary and neither any Significant Supplier. As of the SellerAgreement Date, none of the Company nor such Company Subsidiary Acquired Companies has received any written notice from any material supplier of such Company Subsidiary Significant Supplier that such supplier intends to terminate terminate, breach or materially change its business relationship not renew existing Contracts with such Company Subsidiary. (c) Neither any of the Acquired Companies. Each of the Acquired Companies has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company nor Business as such has been or is conducted by or on behalf of any Company Subsidiary has knowingly breachedof the Acquired Companies as of the Agreement Date and as of the Closing Date, so as to provide a benefit to and the Company or has no Knowledge of any reason why the Acquired Companies would not continue to have such Company Subsidiary that was not intended by access on commercially reasonable terms following the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company SubsidiaryClosing.

Customers and Suppliers. (a) Schedule 5.26(aSection 3.15(a) contains a complete and accurate list, as of the date of this Agreement, Disclosure Schedules sets forth (i) the top ten (10) customers of the 15 largest contracts (Heartland Companies based on revenues received by the "Customer Contracts") above $50,000 of Heartland Companies for each of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer during such periods. No Heartland Company Subsidiaries in terms is required to provide any material bonding or other financial security (b) Section 3.15(b) of the contracts outstanding as Disclosure Schedules sets forth (i) the top ten (10) suppliers of the date hereof andHeartland Companies based on amounts paid to suppliers of the Heartland Companies for each of the two (2) most recent fiscal years (collectively, in the event more than one Customer Contract is attributable “Material Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. The Heartland Companies have not received any written notice that any of their Material Suppliers has ceased, or intends to cease, to supply goods or services to the same customer Heartland Companies or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together otherwise terminate or materially reduce its relationship with the Customer Contracts, the "Material Customer Contracts")Heartland Companies. Except as set forth on Schedule 5.26(a)Section 3.15(b) of the Disclosure Schedules, there has not, are no current restrictions on the supply of goods and services to the Knowledge business of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangementHeartland Companies. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge Section 3.15(b) of the SellerDisclosure Schedules, the no Heartland Company or the applicable Company Subsidiary, been has received any written notice that there will be any change in the business relationship price of such any raw materials, supplies, packaging materials, merchandise or other goods or services provided to a Heartland Company Subsidiary by a Material Supplier at any time immediately after the Closing Date, or that any Material Supplier will not sell raw materials, supplies, packaging materials, merchandise and other goods to or services to any Heartland Company at any time immediately after the Closing Date on terms and conditions similar to those used in its current sales to any Heartland Company. No Material Supplier has threatened to take any action described in the preceding two (2) sentences as a result of the consummation of the transactions contemplated by this Agreement. No Heartland Company has experienced, and there do not exist, any material quality control or similar problems with the raw materials, supplies, packaging materials, merchandise or other goods or services currently being supplied or on order from any Material Supplier. No event has occurred that would materially and adversely affect a Heartland Company’s relations with any material supplier of such Material Supplier. No Material Supplier has breached its obligations to a Heartland Company Subsidiary in any respect in the last twelve (12) months. No Heartland Company is currently involved in a dispute with any Material Supplier, and neither has not been involved in any dispute with any Material Supplier during the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. five (c5) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit years prior to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier date of such Company Subsidiarythis Agreement.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate listSection 4.22 of the Company Disclosure Letter sets forth, as of the date of this Agreement, a complete and correct list of (a) (i) the top 20 customers of the 15 largest contracts (the "Customer Contracts") above $50,000 of each “Printed Products” segment of the Company and its Subsidiaries based upon revenue generated therefrom in terms fiscal year 2006 (on an annualized basis) (the “Printed Products Key Customers”) and sets forth opposite the name of such Printed Products Key Customer the approximate amount of revenue attributable to such Printed Products Key Customer during such period, and (ii) the top 20 suppliers of the contracts outstanding as “Printed Products” segment of the date hereof Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the “Printed Products Key Suppliers”) and sets forth opposite the name of such Printed Products Key Supplier the approximate aggregate amounts paid to such Printed Products Key Supplier during such period, (b) (i) the top 20 customers of the “Software & Services” segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the “S&S Key Customers”) and sets forth opposite the name of such S&S Key Customer the approximate amount of revenue attributable to such S&S Key Customer during such period, and (ii) the top 20 suppliers of the “Software & Services” segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the “S&S Key Suppliers”) and sets forth opposite the name of such S&S Key Supplier the approximate aggregate amounts paid to such S&S Key Supplier during such period, and (c) (i) the top 20 customers of the “Scantron” segment of the Company and its Subsidiaries based upon revenue generated therefrom in fiscal year 2006 (on an annualized basis) (the “Scantron Key Customers” and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer ContractsPrinted Products Key Customers and the S&S Key Customers, the "Material “Key Customers”)) and sets forth opposite the name of such Scantron Key Customer Contracts")the approximate amount of revenue attributable to such Scantron Key Customer during such period, and (ii) the top 20 suppliers of the “Scantron” segment of the Company and its Subsidiaries based upon aggregate amounts paid thereto in fiscal year 2006 (on an annualized basis) (the “Scantron Key Suppliers” and, together with the Printed Products Key Suppliers and the S&S Key Suppliers, the “Key Suppliers”) and sets forth opposite the name of such Scantron Key Supplier the approximate aggregate amounts paid to such Scantron Key Supplier during such period. Except as set forth on Schedule 5.26(a)Since December 31, there has not, 2005 to the Knowledge date of the Sellerthis Agreement, (i) no Key Customer or Key Supplier has cancelled or otherwise terminated its relationship with the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and its Subsidiaries, (ii) neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary of its Subsidiaries has knowingly breached, so as received any notice from any Key Customer or Key Supplier to provide a benefit the effect that any such Key Customer or Key Supplier intends to (A) terminate or adversely modify in any material respect its relationship with the Company or such Company Subsidiary that was not intended any of its Subsidiaries or (B) initiate a bidding or rebidding process or request proposals with respect to any business currently provided by the parties, Company or any agreement with, or engaged of its Subsidiaries and (iii) neither the Company nor any of its Subsidiaries has been involved in any fraudulent conduct material dispute with respect to, any customer a Key Customer or supplier of such Company SubsidiaryKey Supplier.

Customers and Suppliers. 10.24.1 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) Schedule 5.26(a) contains a complete the names and accurate list, as addresses of all customers and distributors that ordered products of the date Business from the Seller with an aggregate value for each such customer or distributor of this Agreement, of INR 1,000,000 (Indian Rupee One Million) or more during the 15 largest contracts 12 (twelve) month period ended 31 March 2011; and (b) the "Customer Contracts") above $50,000 of amount for which each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable such customer or distributor was invoiced during such period. The Seller has not received any written notice and to the same Seller’s Knowledge, no significant customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge distributor of the Seller: (A) has ceased, or shall cease, to buy the products of the Business; (B) has substantially reduced, or shall substantially reduce, the Company purchase of products of the Business; or (C) has sought, or is seeking, to reduce the applicable Company Subsidiaryprice it shall pay for products of the Business, including in each case after the consummation of the transactions contemplated by this Agreement. All sales made to customers and distributors in the past year have been made in the Ordinary Course of Business and the Seller has not increased its level of sales during such period in such a manner as to increase the amount of accounts receivable for conversion into cash prior to the Closing or decrease the demand for the products of the Business in the distribution chain of customers or distributors following the Closing. 10.24.2 Annexure 11 of the Seller Disclosure Schedule sets forth an accurate and complete list of: (a) the names and addresses of all suppliers from which the Seller ordered raw materials, supplies, merchandise and other goods and services for the Business with an aggregate purchase price for each such supplier of INR 500,000 (Indian Rupee Five Hundred Thousand) or more during the 12 (twelve) month period ended 31 March 2011; and (b) the amount for which each such supplier invoiced the Seller during such period. The Seller has not received any written notice of, and to the Seller’s Knowledge, there have not been any change material adverse changes in the business relationship price of such Company Subsidiary with raw materials, supplies, merchandise or other goods or services. The Seller does not have any of reason to believe that any supplier would not sell raw materials, supplies, merchandise and other goods and services to the Material Customers of such Company Subsidiary Purchaser at any time after the Closing on terms and neither conditions similar to those used in its current sales to the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends subject to terminate or materially change its business relationship with such Company Subsidiarygeneral and customary price increases. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.

Customers and Suppliers. (a) Schedule 5.26(a3.7(a) contains a complete and accurate list, as lists the top ten (10) prescribers of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as of the date hereof and, in the event more than one Customer Contract is attributable to the same customer or customers with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers Group Companies on an anonymized-basis (each, a "“Material Customer") of such Company Subsidiary (together with the Customer ContractsPrescriber” and collectively, the "“Material Customer Contracts"Prescribers”) for the twelve-month period ended December 31, 2021 and the twelve-month period ended December 31, 2022, including revenues generated by and number of prescriptions written by each Material Prescriber; provided, that the names of the Material Prescribers shall be disclosed to Buyer promptly following the execution of this Agreement. Neither the Group Companies nor the Seller have received any indication from any Material Prescriber to the effect that, and neither the Group Companies nor the Seller have any reason to believe that, any Material Prescriber will stop, materially decrease the rate of or materially change the terms (whether related to payment, price or otherwise) with respect to, purchasing materials, products or services of the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Except as set forth on Schedule 5.26(a), there has not, to Neither the Knowledge of Group Companies nor the Seller, the Company Seller are involved in any material dispute or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary controversy with any of the its Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate or materially change its business relationship with such Company SubsidiaryPrescribers. (b) Schedule 5.26(b3.7(b) contains lists the top ten (10) vendors, suppliers or service providers to each member of the Group Companies (each, a complete “Material Supplier” and accurate listcollectively, as of the “Material Suppliers”) for the twelve-month period ended December 31, 20012021 and the twelve-month period ended December 31, 2022, including the aggregate dollar amount of purchases from each requirement contract and exclusive supply contract with Material Supplier. Neither the Group Companies nor the Sellers have received any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, indication from any Material Supplier to the Knowledge of the Sellereffect that, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the SellerGroup Companies nor the Seller have any reason to believe that, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier Material Supplier will or intends to terminate stop, materially decrease the rate of or materially change its business relationship with such Company Subsidiary. the terms (cwhether related to payment, price or otherwise) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, supplying materials, products or services to the Group Companies (whether as a result of consummation of the transactions contemplated by this Agreement, the Ancillary Agreements or otherwise). Neither the Group Companies nor the Sellers are involved in any customer material dispute or supplier controversy with any of such Company Subsidiaryits Material Suppliers. The Group Companies have not granted a Lien in favor of any Material Supplier.

Customers and Suppliers. (a) Schedule 5.26(aSection 4.11(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms Disclosure Letter sets forth a list of the contracts outstanding as top 15 customers of the date hereof andCompany and the Company Subsidiaries, in taken as a whole, based on aggregate revenue received by the event more than one Customer Contract is attributable to Company and the same customer or customers with respect to such Company SubsidiarySubsidiaries during the year ended December 31, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers 2022 (each, a "“Material Customer") of ” and each such Company Subsidiary (together Contract or active purchase order open as May 19, 2023 with the Customer Contractsa Material Customer, the "a “Material Customer Contracts"Agreement”). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge Section 4.11(a) of the SellerCompany Disclosure Letter, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such 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 terminate 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 change reduce or alter its business relationship with such usage of the services or products of the Company or any Company Subsidiary; (iii) materially reduce or alter the frequency or volume of purchase orders (or similar 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) Schedule 5.26(bSection 4.11(b) contains of the Company Disclosure Letter sets forth a complete list of the top 15 suppliers and accurate listvendors 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, 20012022 (each, of each requirement contract a “Material Supplier” and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contractContract or active purchase order open as May 19, agreement or arrangement2023 with a Material Supplier, a “Material Supplier Agreement”). Except as set forth on Schedule 5.26(b), there has not, to the Knowledge Section 4.11(b) of the SellerCompany Disclosure Letter, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any Company Subsidiary has knowingly breachedreceived any written or, so as to provide a benefit the Company’s Knowledge, oral notice from any Material Supplier that such 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 reduce or alter its provision of services or products to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary; (iii) fail or refuse to renew any Contract with the Company or the Company Subsidiaries; or (iv) file for bankruptcy or voluntarily or involuntarily enter into insolvency proceedings under any state, federal or other jurisdictions.

Customers and Suppliers. (a) Schedule 5.26(a) contains a complete and accurate list, as of the date of this Agreement, of the 15 largest contracts (the "Customer Contracts") above $50,000 of each of the Company Subsidiaries in terms of the contracts outstanding as As of the date hereof andand 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 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 event more than one Customer Contract is attributable 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 same Company’s and the Selling Stockholders’ knowledge, no such supplier or customer intends to cancel or customers otherwise terminate its relationship with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer") of such Company Subsidiary (together with the Customer Contracts, the "Material Customer Contracts"). Except as set forth on Schedule 5.26(a), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any of the Material Customers of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any Material Customer that such Material Customer intends to terminate decrease materially its services or materially change its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, supplies to the Knowledge of the Seller, the Company or its usage of the applicable Company Subsidiaryservices or products of the Company, been 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 change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, written threat to the Company nor 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 Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier customer intends to cancel or otherwise terminate or materially change its business relationship with such Company Subsidiary. (c) Neither the Company nor any or to decrease materially its usage of the services or products of the Company. The Company Subsidiary has not knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such 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 (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with respect to any of the amounts paid by STMicroelectronics to the Company Subsidiaryand its Subsidiaries since January 1, 2005. To the Company’s and the Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Tax credit (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with respect to more than 5% of the amounts paid by STMicroelectronics to the Company and its Subsidiaries during the period from January 1, 2002 through December 31, 2004.

Customers and Suppliers. (a) Schedule 5.26(a3.22(a) of the Disclosure Schedule contains a complete and accurate list, as list of the date of this Agreementtop twenty (20) customers, including distributors, if applicable, of the 15 largest contracts (the "Customer Contracts") above $50,000 of Business for each of the Company Subsidiaries two (2) most recent fiscal years (listed in terms descending order based on the total dollar amount of net sales), showing the total dollar amount of net sales to each such customer shown during each such year. Except as indicated on Schedule 3.22(a) of the contracts outstanding as Disclosure Schedule, neither Seller nor any of the date hereof andSelling Subsidiaries has any information, or is aware of any facts, indicating any of such customers intends to cease doing business with the Business or materially alter the amount of the business such customer is presently doing with the Business. Schedule 3.22(a) of the Disclosure Schedule also contains a list of all suppliers of the Business for each of the two (2) most recent fiscal years (listed in descending order based on the total amount paid to each such supplier during such period) from whom Seller or the Selling Subsidiaries have purchased in excess of $100,000 in products or services during the twelve (12) months before December 31, 2009. (b) Since December 31, 2009, there has been no material change in the event more than one Customer Contract is attributable to the same customer or customers custom and practice (including with respect to such Company Subsidiary, the next largest customer contracts until Schedule 5.26(a) lists at least 15 different customers (each, a "Material Customer"quantity and frequency) of such Company Subsidiary the course of business between Seller, any of the Selling Subsidiaries and any of (together with i) the Customer Contractscustomers of the Business that have generated sales in excess of $100,000 during the twelve (12) months before December 31, 2009 and (ii) the "Material Customer Contracts")suppliers of the Business from whom Seller and the Selling Subsidiaries have purchased in excess of $100,000 in Products or services during the twelve (12) months before December 31, 2009. Except as set forth on Schedule 5.26(a), there has not, to the Knowledge 3.22(b) of the SellerDisclosure Schedule, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with without limiting any of the Material Customers foregoing, since December 31, 2009, none of such Company Subsidiary and neither Seller or any of the Seller, the Company nor such Company Subsidiary Selling Subsidiaries has received written or, to Seller’s Knowledge, oral notice from that any Material Customer customer or supplier listed on Schedule 3.22(a) of the Disclosure Schedule has terminated its relationship with Seller or any of the Selling Subsidiaries or materially reduced or changed the pricing or other terms of its business with Seller or any of the Selling Subsidiaries and no customer or supplier listed on Schedule 3.22(a) of the Disclosure Schedule has notified Seller or any of the Selling Subsidiaries in writing (or to Seller’s Knowledge, orally) that such Material Customer it intends to terminate or materially reduce or change the pricing or other terms of its business relationship with such Company Subsidiary. (b) Schedule 5.26(b) contains a complete and accurate list, as of December 31, 2001, of each requirement contract and exclusive supply contract with Seller or any supplier of a Company Subsidiary and sets forth the terms of each such contract, agreement or arrangement. Except as set forth on Schedule 5.26(b), there has not, to the Knowledge of the Seller, the Company or the applicable Company Subsidiary, been any change in the business relationship of such Company Subsidiary with any material supplier of such Company Subsidiary and neither the Seller, the Company nor such Company Subsidiary has received notice from any material supplier of such Company Subsidiary that such supplier intends to terminate or materially change its business relationship with such Company SubsidiarySelling Subsidiaries. (c) Neither the Company nor any Company Subsidiary has knowingly breached, so as to provide a benefit to the Company or such Company Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of such Company Subsidiary.