Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers The attached Schedule 6.18(a) lists (i) each customer of the Business accounting for five percent (5%) or more than 1% of the sales gross revenues of the Business for each of the two most recent fiscal years (and the revenues generated from such customer), and (ii) any additional current customers which Sellers reasonably anticipate shall account for more than 1% of the gross revenues of the Business for the current fiscal year (collectively, the "Material Customers"). Except as set forth on Schedule 6.18(a), (i) all Material Customers continue to be customers of the fiscal Business, (ii) none of the Sellers has received any notice, nor is any Seller otherwise aware, that any Material Customer will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2019 and (ii) 2005 or the six (6)-month three-month period ended June 30March 31, 2020 2006; (iii) since the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations date of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31Latest Balance Sheet, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice terminated its relationship with the Business or, to the effect that any such Sellers' knowledge, threatened to do so; (iv) since the date of the Latest Balance Sheet, no Material Customer has modified or, to the Sellers' knowledge, indicated that it intends to or shall cease being modify its relationship with the Business in a customer of manner which is less favorable in any material respect to the Business or shall materially decrease has agreed not to or, to the rate ofSellers' knowledge, or materially change indicated it will not agree to do business on such terms and conditions at least as favorable as the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has conditions provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation date hereof; and (v) none of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are Sellers is involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customers. No Material Customer has threatened to take any of the actions described in this Section 6.18(a) as a result of the transactions contemplated by this Agreement or the other Transaction Documents or otherwise. To Sellers' knowledge, since the date of the Latest Balance Sheet, there has been no other adverse change in the relationship between the Business and any Material Customer. (b) The attached Schedule 6.18(b) lists each vendor, supplier, service provider and other similar business relation of the Business from whom Sellers purchased greater than $50,000 in goods and/or services over the course of the 12 months ending December 31, 2004 or December 31, 2005, the amounts owing to each such Person, and whether such amounts are past due (the "Material Suppliers"). Except as set forth on Schedule 6.18(b), (i) all Material Suppliers continue to be suppliers of the Business; (ii) none of the Sellers has received any notice, nor is any Seller otherwise aware, that any Material Supplier will reduce materially its business with the Business from the levels achieved during the year ended December 31, 2005 or the three-month period ended March 31, 2006; (iii) since the date of the Latest Balance Sheet, no Material Supplier has terminated its relationship with the Business or, to the Sellers' knowledge, threatened to do so; (iv) since the date of the Latest Balance Sheet, no Material Supplier has modified or, to the Sellers' knowledge, indicated that it intends to modify its relationship with the Business in a manner which is less favorable in any material respect to the Business or has agreed not to or, to the Sellers' knowledge, indicated it will not agree to do business on such terms and conditions at least as favorable as the terms and conditions provided to the Business on the date of hereof; and (v) none of the Sellers is involved in any material claim, dispute or controversy with any Material Supplier. No Material Supplier has threatened to take any of the actions described in this Section 6.18(b) as a result of the transactions contemplated by this Agreement or the other Transaction Documents or otherwise. To the Sellers' knowledge, since the date of the Latest Balance Sheet, there has been no other adverse change in the relationship between the Business and any Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) a Section 4.26(a) of the Company Disclosure Schedule sets forth an accurate and complete and correct list of the Company’s top ten customers based on amounts paid or payable by such customer to the Company during each of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year twelve months ended December 31, 2019 2020 and (ii) the six (6)-month period twelve months 55 ACTIVE/110954383.28 ended June 30, 2020 2021 (collectively, the “Material Significant Customers”) ). To the Knowledge of the Company, as of the date hereof, there is no material dissatisfaction on the part of any Significant Customer with respect to the Company’s products or services or its business relationship with the Company, nor any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. As of the date hereof, the Company has not received any notice from a Significant Customer that it will not continue as a customer, and, to the Knowledge of the Company, as of the date hereof no Significant Customer has threatened to not continue as a customer of the Company or, following the Effective Time, the Surviving Corporation or that such Significant Customer intends to terminate, breach or request a material modification to existing Contracts with the Company or, following the Effective Time, the Surviving Corporation. As of the date hereof, there are no warranty claims made or refunds requested by any Significant Customer with respect to any products or services of the Company except for normal warranty claims and refunds consistent with past history and that would not result in a reversal of any material amount of revenue by the Company. (b) a complete and correct list of suppliers, service providers or other similar business relations Section 4.26(b) of the Business (Company Disclosure Schedule sets forth the “Material Suppliers”) accounting for five percent (5%) top ten vendors and suppliers of products and services to the Company based on amounts paid or more payable by the Company to such vendors and suppliers during each of the purchases of the Business for (i) the fiscal year twelve months ended December 31, 2019 2020 and (ii) the six (6)-month period twelve months ended June 30, 20202021 (collectively, the “Significant Suppliers”). The Company is current in its payments to all Significant Suppliers and, as of the date hereof, the Company does not have, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in 2020 has not had, any material claimdispute concerning Contracts with or products and/or services provided by any Significant Supplier that arose or remained unresolved. To the Knowledge of the Company, dispute as of the date hereof, there is no material dissatisfaction on the part of any Significant Supplier with respect to its business relationship with the Company, nor any facts or controversy circumstances that could reasonably be expected to lead to such material dissatisfaction. As of the date hereof, the Company has not received any notice from a Significant Supplier that it will not continue to supply, and, to the Knowledge of the Company, as of the date hereof, no Significant Supplier has threatened to not continue to supply to the Company or, following the Effective Time, the Surviving Corporation or that such Significant Supplier intends to terminate, breach or request a material modification to existing Contracts with the Company or, following the Effective Time, the Surviving Corporation (any Material such notice or threat contemplated by this sentence or by the penultimate sentence of Section 4.26(a), a “Customer or Material SupplierSupplier Adverse Event”). The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the business of the Company, and to the Knowledge of the Company, there is no reason why the Company would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. Schedule 5.21 The CUSTOMERS AND SUPPLIERS SCHEDULE attached hereto sets forth (a) a complete and correct list of the top twenty customers of the Business accounting for five percent Company and its Subsidiaries (5%on a consolidated basis) or more (by volume of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”to such customers) and (b) a complete and correct list of suppliers, service providers or other similar business relations the top ten suppliers of the Business Company and its Subsidiaries (the “Material Suppliers”on a consolidated basis) accounting (by volume of purchases from such suppliers), for five percent (5%) or more of the purchases of the Business for (i) the fiscal year years ended December 31, 2019 1998 and (ii) the six (6)-month period ended June 30December 31, 20201999, and sets forth opposite the name of each and, with respect to such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parentcustomers, the Acquired committed volume of purchases by such customers for the fiscal years ending December 31, 1998 and December 31, 1999 and prices related thereto. Neither the Company nor any of its Subsidiaries has received any indication from any material customer of the Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice of its Subsidiaries to the effect that that, and neither the Company nor any of its Subsidiaries has any reason to believe that, such Material Customer intends to or shall cease being a customer of the Business or shall will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying products or services from the Business (whether as a result Company or any of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business its Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller of its Subsidiaries has received any indication from any material supplier to the Company or any of its Subsidiaries to the effect that, and neither the Company nor any of its Subsidiaries has any reason to believe that, such supplier will stop, materially decrease the rate of, or materially change the terms (in each case whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Business) are involved Company or any of its Subsidiaries (and have not been involved since January 1, 2019) in any material claim, dispute whether as a result of the consummation of the transactions contemplated hereby or controversy with any Material Customer or Material Supplierotherwise).

Customers and Suppliers. (a) Schedule 5.21 3.16(a) of the Company Disclosure Schedule sets forth (ai) a true, complete and correct customer list showing for the Company, all customers having gross purchases from the Company in excess of customers $20,000 during the 24 month period prior to the date of this Agreement (collectively, the Business accounting for five percent (5%) or more “Customers”), listed by the amount of the sales of the Business for (i) the fiscal year ended December 31such gross purchases, 2019 and (ii) a true, complete and correct supplier list showing (A) for the six Company, all suppliers (6)-month excluding distributors, service providers, consultants and employees of the Company) who have made gross sales to the Company in excess of $20,000 during the 24 month period ended June 30prior to the date of this Agreement, 2020 listed by the amount of such gross sales, and (B) all suppliers (excluding distributors, service providers, consultants and employees of the “Material Customers”Company) who are the sole source of such supply (other than public utilities) (such suppliers described in (A) and (B), collectively, the “Suppliers”). (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 20192013, (Ai) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby by this Agreement or otherwise) and (A) refused to trade, or indicated an intention to refuse to trade, with the Company, (B) materially reduced or stopped, or indicated an intention to materially reduce or stop, its trading with the Company or (C) changed, or indicated an intention to change, materially, the terms and conditions on which it is prepared to trade with the Company and (ii) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation transactions contemplated by this Agreement or otherwise) (A) stopped, or indicated an intention to stop, trading with or supplying the Company, (B) materially reduced, or indicated an intention to materially reduce, its trading with or provision of goods or services to the Company, or (C) changed, or indicated an intention to change, materially, the terms and conditions on which it is prepared to trade with or supply the Company. Since January 1, 2013, no Customer has notified the Company of its intention to return products sold by the Company with a value in excess of $10,000. Except as set forth in Schedule 3.16(b) of the Company Disclosure Schedule, to the Knowledge of the Company (without a duty to investigate), no Customer or Supplier is reasonably likely, as a result of the transactions contemplated hereby by this Agreement, to (i) not trade with or otherwise). Neither supply the Acquired Company nor any Asset Seller Company, (in each case ii) reduce substantially its trading with respect or provision of goods or services to the BusinessCompany, or (iii) are involved change the terms and conditions on which it is prepared to trade with or supply the Company. To the Knowledge of the Company, no facts, conditions or events (and have not been involved since January 1, 2019except customary contractual restrictions prohibiting assignment) in exist which might give rise to a claim by the Company against any material claim, dispute of its Customers or controversy with Suppliers or any Material claim by a Customer or Material SupplierSupplier against the Company. The Company has not entered into any agreement or commitment with customers or suppliers, except in the ordinary course of business, consistent with past practice.

Customers and Suppliers. Schedule 5.21 (a) Section 4.11(a) of the Disclosure Schedules sets forth (ai) a true and complete and correct list of customers each customer of the Commercial Business accounting that has paid aggregate consideration to Seller for five percent goods or services purchased from the Commercial Business in an amount greater than or equal to (5%y) or more of the sales of the Business $100,000 for (i) the fiscal year ended December 31, 2019 2020, or (z) $50,000 for the six (6) month period ending on June 30, 2021 (collectively, the “Material Customers”); and (ii) the six aggregate dollar amount of products and services purchased from the Commercial Business by each such Material Customer during such period. Seller has not received any notice, and has no reason to believe, that any Material Customer intends to or will cease to purchase or materially reduce its purchases of goods or services from the Commercial Business or otherwise materially alter (6)-month period ended June 30, 2020 (in a manner adverse to the “Material Customers”Commercial Business) and its relationship with the Commercial Business. (b) a complete and correct list of suppliers, service providers or other similar business relations Section 4.11(b) of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for Disclosure Schedules sets forth (i) each supplier to which the Seller has paid consideration for goods or services rendered exclusively to the Commercial Business in an amount equal to or greater than (y) $100,000 for the fiscal year ended December 31, 2019 2020, or (z) $50,000 for the six (6) month period ending on June 30, 2021 (collectively, the “Material Suppliers”), and (ii) the six (6)-month period ended June 30nature and amount of Seller’s purchases from each Material Supplier during such periods. Except as set forth on Section 4.11(b) of the Disclosure Schedules, 2020Seller has not received any notice, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parenthas no reason to believe, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice ceased, or to the effect that any such Material Supplier Knowledge of Seller, intends to or shall cease doing business with the Business or intends cease, to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products supply goods or services to the Commercial Business (whether or to otherwise terminate or materially reduce its relationship with the Commercial Business. Except as a result described in Section 4.11(b) of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have Disclosure Schedules, there has not been involved since January 1, 2019) in any material claim, dispute or controversy with disruption in the supply from any Material Customer or Material SupplierSupplier during the past two years.

Customers and Suppliers. Section 4.25 of the Disclosure Schedule 5.21 sets forth forth, for each of the fiscal years ended December 31, 2004 and December 31, 2005 and for the five-month periods ended May 31, 2005 and May 31, 2006, (a) a complete and correct list of the top twenty customers of the Business accounting for five percent Target and its Subsidiaries (5%on a consolidated basis) or more (by volume of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”to such customers) and (b) a complete and correct list of the top ten suppliers of Target and its Subsidiaries (on a consolidated basis) (by volume of purchases from such suppliers), service providers or other similar business relations and, with respect to such customers, the committed volume of the Business (the “Material Suppliers”) accounting services to be provided to such customers for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended ending December 31, 2019 and (ii) 2006. None of Parent or Seller have any Knowledge that Parent, Seller, Target or any of their respective Subsidiaries have received any notice from any customer identified or required to be identified on Section 4.25 of the six (6)-month Disclosure Schedule with respect to the five-month period ended June 30May 31, 20202006 or from any agent or representative of any such customer, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying products or purchasing services from the Business (whether as a result Target or any of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business its Subsidiaries (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither None of Parent or Seller have any Knowledge that Parent, Seller, Target or any of their respective Subsidiaries have received any notice from any supplier identified or required to be identified on Section 4.25 of the Acquired Company nor any Asset Seller (in each case Disclosure Schedule with respect to the Businessfive-month period ended May 31, 2006 or from any agent or representative of any such supplier to the effect that such supplier will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) are involved with respect to, supplying materials, products or services to Target or any of its Subsidiaries (and have not been involved since January 1, 2019) in any material claim, dispute whether as a result of the consummation of the transactions contemplated hereby or controversy with any Material Customer or Material Supplierotherwise).

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list Schedule 3.24(a) sets forth the top 10 customers (or group of customers affiliated customers) of the Business accounting for five percent (5%) or more Company based on revenue during each of the sales (1) 12-month period ending on December 31, 2021 and (2) the year-to-date period ending on the last day of the Business calendar month immediately preceding the Agreement Date (each a “Significant Customer”). As of the Agreement Date, none of the Significant Customers has terminated or cancelled its relationship with the Company and all Significant Customers are current in their payment of invoices. The Company has not since January 1, 2021 through the date of this Agreement had, any material disputes with any Significant Customer. To the Knowledge of the Company, as of the date of this Agreement, there is not any material dissatisfaction on the part of any Significant Customer or any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. Since January 1, 2021 through the date of this Agreement, the Company has not received any written or oral notice from any Significant Customer that such customer will not continue as a customer or that such partner intends to terminate, breach or request a material modification to existing Contracts with the Company. The Company has not issued any credits or made any payments to any customer pursuant to service level agreements or similar obligations in a Contract with respect to uptime, latency, support or maintenance. (b) Schedule 3.24(b) sets forth the top 10 vendors and suppliers of products and services to the Company (including, for avoidance of doubt, providers of custodial services) based on amounts paid or payable by the Company to such vendors and suppliers during each of (i) the fiscal year ended twelve 12-month period ending on December 31, 2019 2021 and (ii) the six (6)-month year-to-date period ended June 30, 2020 (ending on the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations last day of the Business calendar month immediately preceding the Agreement Date (each, a “Significant Supplier”). The Company is current in its payments consistent with the “Material Suppliers”) accounting payment schedule for five percent (5%) or more such Significant Supplier established and agreed in the ordinary course of business to all Significant Suppliers and the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020Company has not, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in 2021 has not had, any material claimdispute concerning Contracts with or products or services provided by any Significant Supplier that arose or remain unresolved. To the Knowledge of the Company there is no material dissatisfaction on the part of any Significant Supplier or any facts or circumstances that could reasonably be expected to lead to such material dissatisfaction. The Company has not received any written or oral notice from any Significant Supplier that such supplier shall not continue as a supplier to the Company or, dispute following the Closing, Parent or controversy any of its Affiliates or that such supplier intends to terminate, breach or not renew existing Contracts with the Company or, following the Closing, Parent or any Material Customer or Material Supplierof its Affiliates. The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company’s business, and to the Knowledge of the Company there is no reason why the Company would not continue to have such access on commercially reasonable terms.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers of the Business accounting for five percent (5%Schedule 4.18(a) or more of the sales of the Business for lists (i) the fiscal top ten customers based on gross revenues of the Acquired Companies for the calendar year ended ending December 31, 2019 2020 and the six-month period ended June 30, 2021 and the gross revenues generated from such customer (collectively, the "Material Customers") and (ii) the six gross revenues of the Acquired Companies for each such period generated by each Material Customer. No Acquired Company has received any written, or the Company's Knowledge, oral, notice from any Material Customer that such Material Customer intends, anticipates or otherwise expects to stop, materially decrease the volume of, or materially change or otherwise materially modify any of the terms (6)-month period ended June 30whether related to payment, 2020 (the “Material Customers”price or otherwise) and with respect to purchasing materials, products or services from any Acquired Company. (b) a complete and correct list of Schedule 4.18(b) lists (i) the top ten licensors, vendors, suppliers, service providers or and other similar business relations of the Business (Acquired Companies based on the “Material Suppliers”) accounting amounts paid to such Persons for five percent (5%) or more of the purchases of the Business for (i) the fiscal calendar year ended ending December 31, 2019 2020 and the six-month period ending ended June 30, 2021 (the "Material Suppliers") and (ii) the six (6)-month period ended June 30amount paid to licensors, 2020vendors, suppliers, service providers and sets forth opposite the name other similar business relations of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier Companies for each such periodperiod generated by each Material Supplier. Since January 1No Acquired Company has received any written, 2019or the Company's Knowledge, (A) no oral, from any Material Customer has provided any written notice to the effect Supplier that any such Material Customer intends Supplier intends, anticipates or otherwise expects to or shall cease being a customer of the Business or shall stop, materially decrease the rate volume of, or materially change or otherwise materially modify any of the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby related to payment, price or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, to supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the any Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material SupplierCompany.

Customers and Suppliers. Schedule 5.21 The CUSTOMERS AND SUPPLIERS SCHEDULE attached hereto sets forth (a) a complete and correct list of the top twenty customers of the Business accounting for five percent Companies (5%on a consolidated basis) or more (by volume of sales to such customers) and (b) a list of the sales top ten suppliers of the Business Companies (on a consolidated basis) (by volume of purchases from such suppliers), for (i) the fiscal year ended December 31, 2019 1998 and (ii) the six (6)-month six-month period ended June 30, 2020 (1999 and, with respect to such customers, the “Material Customers”) and (b) a complete and correct list committed volume of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting purchases by such customers for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended ending December 31, 2019 1998 and (ii) the six (6)-month six-month period ended June 30, 2020, 1999 and sets forth opposite prices related thereto. Neither of the name Companies has received any indication from any material customer of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice Companies to the effect that any such Material Customer intends to or shall cease being a customer that, and neither of the Business or shall Companies has any reason to believe that, such customer will stop, materially decrease the rate of, or materially change the terms (whether related to payment, price or otherwise) with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business Companies (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither of the Acquired Company nor Companies has received any Asset Seller indication from any material supplier to the Companies to the effect that, and neither of the Companies has any reason to believe that, such supplier will stop, materially decrease the rate of, or materially change the terms (in each case whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Business) are involved Companies (and have not been involved since January 1, 2019) in any material claim, dispute whether as a result of the consummation of the transactions contemplated hereby or controversy with any Material Customer or Material Supplierotherwise).

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers Schedule 3.16(a) of the Disclosure Letter lists all of (a) the names and addresses of each customer that ordered products or services related to the Business accounting for five percent (5%) from the Seller with an aggregate purchase price of $50,000 or more of during the sales of the Business for twelve (i12) the fiscal year ended December 31, 2019 and (ii) the six (6)-month month period ended June April 30, 2020 (the each, a “Material CustomersSignificant Customer”) and (b) a complete and correct list the amount of suppliersrevenue generated by each such Significant Customer during such period. Except as set forth on Schedule 3.16(a), service providers or other similar business relations to the Knowledge of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for Seller, no Significant Customer (i) has ceased, or will cease, to use the fiscal year ended December 31products or services related to the Business of the Seller, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parenthas materially reduced or will materially reduce, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer use of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from related to the Business of the Seller, (whether iii) has sought to reduce the price it will pay for products or services related to the Business of the Seller, including in each case as a result of the consummation of this Agreement or the transactions contemplated hereby and thereby. (b) Schedule 3.16(b) of the Disclosure Letter lists all of (a) the names and addresses of the five (5) largest suppliers or otherwisesubcontractors (including any Affiliates) of the Business based on the aggregate purchase price paid to such suppliers (on an individual or aggregate basis) during the twelve (12) month period ended April 30, 2020 (each, a “Significant Supplier”) and (Bb) the amount of purchases by the Seller from each such Significant Supplier during such periods. To the Knowledge of the Seller, (i) there has been no Material Supplier has provided any written notice to material adverse change in the effect that any price of such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying raw materials, supplies or other products or services or (ii) each Significant Supplier will continue to sell raw materials, supplies and other products and services to the Business (whether on and at all times after the Closing Date on terms and conditions similar to those used in its current sales to the Seller, subject to general and customary price increases, including in each case as a result of the consummation of this Agreement or the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplierthereby.

Customers and Suppliers. Schedule 5.21 sets forth (a) Section 4.25(a) of the Company Disclosure Letter sets forth a complete and correct list of showing the ten (10) largest customers of the Business accounting for five percent (5%) or more of Company and its Subsidiaries, taken as a whole, as measured by the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parentpurchases thereby during the twelve (12) month period ending on March 31, the Acquired Company or Asset Seller2017 (each, as applicable, attributable to such Material Customer or Material Supplier for each such perioda “Significant Customer”). Since January 1, 20192016, (A) no Material Significant Customer has provided any written given notice to the effect that any such Material Customer intends Company in writing of its intention to or shall cease being a customer of the Business or shall materially decrease the rate of(i) terminate its relationship with, or otherwise stop or materially reduce purchasing products from, the Company or any Subsidiary, as applicable, or (ii) materially change the terms with respect to, buying and conditions on which it purchases products or services from the Business Company or such Subsidiary, as applicable, in a manner adverse to the Company or Subsidiary, as applicable. All Significant Customers are current in their payments due to the Company or Subsidiary, as applicable, and such Significant Customers have consistently been current in their payments due to the Company or Subsidiary, as applicable, for the twelve (whether 12) months prior to the date hereof, in each case, in all material respects. (b) Section 4.25(b) of the Company Disclosure Letter sets forth a list showing the ten (10) largest suppliers of the Company and the Company Subsidiaries, taken as a result whole, as measured by the dollar amount of purchases therefrom during the twelve (12) month period ending on March 31, 2017 (each, a “Significant Supplier”). Since January 1, 2016, no Significant Supplier has indicated in writing (i) that it expects in the foreseeable future any material difficulty in obtaining, in the quantity and quality and at a price consistent with past practices, the raw materials, supplies or component parts required for the manufacture, assembly or production of any Company or Subsidiary product, as applicable, or (ii) an intention to (A) terminate its relationship with, or otherwise stop or materially reduce its supply of the consummation Company or any Subsidiary of the transactions contemplated hereby Company, as applicable, or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect toand conditions on which it is prepared to supply the Company or such Subsidiary, supplying materialsas applicable, products or services in a manner adverse to the Business (whether Company or Subsidiary, as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplierapplicable.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete The Company has made available to Buyer or its advisors lists with respect to the Company and correct list Senior Trucking of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year names of the top ten (10) customers by dollar purchase volume (measured by the gross amount invoiced to such customer by the Company or Senior Trucking, as applicable, during the applicable periods) from which the Company or Senior Trucking, as applicable, provided Products or other goods and services (collectively, “Goods”) for (A) the years ended December 31, 2019 2022 and December 31, 2021 and (B) the three month period ending March 31, 2023 (all such customers being the “Material Customers”), and (ii) the six (6)-month period ended June 30total amount for which each of the Material Customers were invoiced by the Company or Senior Trucking, 2020 (as applicable, during each of the “Material Customers”) and time periods specified in Sections 3.24(a)(i)(A)-(B). (b) a complete and correct list of suppliersSince the Interim Balance Sheet Date, service providers or other similar business relations none of the Business Material Customers has canceled, terminated or threatened to: (i) cancel or otherwise terminate its Contract, (ii) cancel or otherwise terminate its business relationship with the Company or Senior Trucking, (iii) materially decrease its purchase of Goods or (iv) otherwise take any action that would reasonably be expected to result in a material reduction of the revenue received by the Company or Senior Trucking as a result of its relationship with such Material Customer. (c) The Company has made available to Buyer or its advisors separate lists with respect to the Company and Senior Trucking of (i) the names of the top ten (10) suppliers to the Company or Senior Trucking, as applicable, by dollar purchase volume (measured by the gross amount invoiced to the Company or Senior Trucking, as applicable by such supplier during the applicable periods) for (A) the years ended December 31, 2022, and December 31, 2021 and (B) the three month period ending March 31, 2023 (all such suppliers being the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31), 2019 and together with (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite total amount for which each of the name of each such Material Customer and Material Supplier Suppliers invoiced the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for Senior Trucking during each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwiseperiods set forth in Sections 3.24(c)(i)(A)-(B). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) Section 4.21(a) of the Disclosure Schedule sets forth a true and complete and correct list of (i) the top 20 customers of the Business accounting for five percent (5%) or more by gross revenue of the sales of Business) for the Business for twelve (i12) the fiscal year months ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 2018 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each gross revenues generated from such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each customer during such period. Since January 1None of the Company Entities, 2019Seller, (A) Parent or any of their respective Affiliates has received any written notice, or to the Knowledge of Seller any oral notice that would reasonably be expected to lead to a written notice, from any Material Customer, and to the Knowledge of Seller, no Material Customer has provided otherwise notified any written notice to the effect such Person that any such Material Customer has or intends or otherwise expects to or shall cease being a customer of the Business or shall stop, materially decrease the rate volume of, or materially change change, adjust, alter or otherwise modify any of the terms (whether related to payment, price or otherwise) with respect to, buying purchasing materials, products or services from the Business (whether as a result of or the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business Company Entities (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither There is no dispute pending, or to the Acquired Company nor Knowledge of Seller, threatened in writing, with any Asset Seller of the Material Customers that would reasonably be expected to result in a material Liability. (in each case with respect b) Section 4.21(b) of the Disclosure Schedule sets forth a true and complete list of (i) the top 10 licensors, vendors, suppliers, service providers and other similar business relations of the Business (based on the amounts paid to such Persons by the Business) are involved for the twelve (12) months ended December 31, 2018 (the “Material Suppliers”) and have not been involved since January 1(ii) the amounts paid to each such Person during such period. None of the Company Entities, 2019Seller, Parent or any of their respective Affiliates has received any written notice, or to the Knowledge of Seller any oral notice that would reasonably be expected to lead to a written notice, from any Material Supplier, and to the Knowledge of Seller, no Material Supplier has otherwise notified any such Person, that such Material Supplier has or intends or otherwise expects to stop, materially decrease the volume of, or materially change, adjust, alter or otherwise modify any of the terms (whether related to payment, price or otherwise) with respect to, supplying materials, products or services to the Business or the Company Entities (whether as a result of the consummation of the transactions contemplated hereby or otherwise). There is no dispute pending, or to the Knowledge of Seller, threatened in any material claimwriting, dispute or controversy with any of the Material Customer or Material SupplierSuppliers that would reasonably be expected to result in a material Liability.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete Schedule 4.17(a) sets forth the ten (10) largest suppliers in terms of purchases measured by dollar volume (collectively, “Material Suppliers”) and correct list the ten (10) largest customers in terms of customers of the Business accounting for five percent sales measured by dollar volume (5%) or more of the sales of the Business for (i) the fiscal year ended December 31collectively, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and of the Business, in each case for the twelve (12) months ending December 31, 2020. Since January 1, 2020, no Material Supplier has cancelled or otherwise terminated or, threatened in writing or, to the Knowledge of Seller, otherwise threatened, to (or its intent to) cancel or otherwise terminate, its relationship with the Business or to materially decrease its sales of supplies, materials, finished products or services to Seller or its Affiliates relating to the Business. Since January 1, 2020, no Material Customer has cancelled or otherwise terminated or, threatened in writing or, to the Knowledge of Seller, otherwise threatened, to (or its intent to) cancel or otherwise terminate its relationship with the Business or to materially decrease its usage or purchases of the products from Seller or its Affiliates relating to the Business. (b) As of the date of this Agreement, Seller or its Affiliates have not agreed in writing, or, to the Knowledge of Seller, orally, with any existing customer to repurchase or issue a complete and correct credit or allow a return in respect of any products of the Business following the Closing Date, except to the extent such products of the Business fail to meet specifications. Schedule 4.17(b) contains (i) an accurate list of suppliersall consumer-oriented marketing programs under which Seller or its Affiliates have current or future Liabilities, service providers or other similar business relations including coupons with respect to the Business (collectively, the “Consumer Programs”) and includes a description of each Consumer Program, the duration of such Consumer Program, and an estimate of Seller’s and its Affiliates’ obligations under such Consumer Program; and (ii) a summary of all trade programs with customers of the Business (the “Material SuppliersTrade Programs”) accounting for five percent (5%) or more ), including a brief description of the purchases Trade Programs, pricing terms, the duration of the Business for (i) Trade Programs and the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer estimated cost of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material SupplierTrade Programs.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers Section 2.22(a) of the Business accounting for five percent (5%) or more Seller Disclosure Letter sets forth a correct and complete list, as of the sales Execution Date, of the Business top fifteen (15) third-party customers (by revenue on an aggregate basis in the case of any Affiliated customers) of the Business, taken as a whole, for the twelve (i) the fiscal year ended 12)-month period prior to December 31, 2019 and 2023 (ii) the six (6)-month period ended June 30collectively, 2020 (the “Material Customers”) and the aggregate amount of consideration paid to the Business by each Material Customer during such twelve (12)-month period. During the twelve (12) months prior to December 31, 2023, neither Seller nor any of its Subsidiaries (including the Vantive Group Entities) has received any written notice, or to the Knowledge of Seller, oral notice from an individual at such Material Customer with decision-making authority with respect thereto, from any Material Customer indicating that it intends to cancel, terminate or otherwise adversely modify in any material respect its relationship with the Business, including any materially adverse change to the volume, frequency or terms of business, nor, to the Knowledge of Seller, does any Material Customer credibly intend to do any of the foregoing. To the Knowledge of Seller, no material dispute currently exists with respect to any Material Customer, nor has any material dispute arisen with respect to any Material Customer since March 31, 2021. (b) Section 2.22(b) of the Seller Disclosure Letter sets forth a correct and complete list, as of the Execution Date, of the top fifteen (15) third-party suppliers and correct list of suppliers, service providers or other similar business relations (based on consideration paid to each third-party supplier and service provider) of the Business Business, taken as a whole, for the twelve (12)-month period prior to December 31, 2023, but excluding those third-party suppliers and service providers primarily engaged to provide supplies or services in connection with the Spin-Off or the Transactions (collectively, the “Material Suppliers”) accounting for five percent (5%) or more and the aggregate amount of the purchases of consideration paid to each Material Supplier by the Business for during such twelve (i12)-month period. During the twelve (12) the fiscal year ended months prior to December 31, 2019 and 2023, neither Seller nor any of its Subsidiaries (iiincluding the Vantive Group Entities) has received any written notice, or to the six (6)-month period ended June 30, 2020, and sets forth opposite the name Knowledge of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written oral notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any an individual at such Material Supplier with decision-making authority with respect thereto, from a Material Supplier indicating that it intends to cancel, terminate or shall cease doing business otherwise adversely modify in any material respect its relationship with the Business or intends to or shall Business, including any materially decrease the rate of, or materially adverse change the terms with respect to, supplying materials, products or services to the Business (whether as a result volume, frequency or terms of business, nor, to the Knowledge of Seller, does any Material Supplier credibly intend to do any of the consummation foregoing. To the Knowledge of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case Seller, no material dispute currently exists with respect to the Business) are involved (and have not been involved since January 1any Material Supplier, 2019) in nor has any material claim, dispute or controversy arisen with respect to any Material Customer or Material SupplierSupplier since March 31, 2021.

Customers and Suppliers. Schedule 5.21 sets forth (a) Section 3.26(a) of the Seller Disclosure Schedule contains a true, complete and correct list accurate list, of total sales by the Business for each of the fiscal year ended on December 31, 2018 and the nine (9) month period ended on September 30, 2019, of the ten (10) largest customers of the Business accounting for five percent measured by aggregate xxxxxxxx (5%each a “Significant Customer”). Since December 31, 2018 until the date hereof, except as set forth in Section 3.26(a) or more of the sales Seller Disclosure Schedule, there has not been any material termination, cancellation or change in the business relationship, and there has not been any material dispute, each with respect to the Business, between the Company or any of its Affiliates, on the one hand, and any Significant Customer, on the other hand, and there have not been any indications that any Significant Customer intends to cease or materially alter its business relationship with the Business or materially reduce its rate or amount of purchases from the Business. Seller has provided Buyer a true, complete and correct copy of each Significant Customer Contract set forth on Section 3.26(a) of the Business Seller Disclosure Schedule (including any amendments, modifications or supplements thereto). (b) Section 3.26(b) of the Seller Disclosure Schedule contains a complete and accurate list, of total purchases by the Company for (i) each of the fiscal year ended December 31, 2019 2018 and the nine (ii9) the six (6)-month month period ended June on September 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business ten (whether as a result of the consummation of the transactions contemplated hereby or otherwise10) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services largest suppliers to the Business (whether each a “Significant Supplier”) measured by aggregate expenditures. Since December 31, 2018 until the date hereof, except as a result set forth in Section 3.26(b) of the consummation of Seller Disclosure Schedule, there has not been any material termination, cancellation or change in the transactions contemplated hereby or otherwise). Neither the Acquired Company nor business relationship, and there has not been any Asset Seller (in material dispute, each case with respect to the Business) are involved (, between the Company or any of its Affiliates, on the one hand, and any Significant Supplier, on the other hand, and there have not been involved since January 1any indications that any Significant Supplier intends to cease or materially alter its business relationship with the Business or materially increase its rate or materially reduce the amount of sales to the Business. Seller has provided Buyer a true, 2019complete and correct copy of each Significant Supplier Contract set forth on Section 3.26(b) in of the Seller Disclosure Schedule (including any material claimamendments, dispute modifications or controversy with any Material Customer or Material Suppliersupplements thereto).

Customers and Suppliers. Schedule 5.21 sets forth (a) Section 4.14(a) of the Seller Disclosure Schedule sets forth a true, complete and correct list each of the top 10 third-party customers (by revenue) of the Business accounting during (A) the twelve-month period ended December 31, 2023 and (B) the nine-month period ended September 30, 2024 (each, a “Material Customer”), together with (i) the revenues in connection with the Business received from each such Material Customer, (ii) the amount for five percent which each such Material Customer was invoiced during such period and (5%iii) or more the percentage of the total sales of the Business represented by sales to each Material Customer during such period, in each case, as determined in accordance with Seller’s accounting practices, policies and systems (and, in each case, excluding allocations of shared revenues which have otherwise been included in the Financial Information). (b) Section 4.14(b) of the Seller Disclosure Schedule sets forth a true, complete and correct list each of the top 10 third party suppliers (by spend) of the Business for (iA) the fiscal year twelve-month period ended December 31, 2019 2023 and (iiB) the six (6)-month nine-month period ended June September 30, 2020 2024 (the each, a “Material CustomersSupplier”) and (b) a complete and correct list ), together with the dollar volume of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of paid to each such Material Supplier in connection with the Business, in each case, as determined in accordance with Seller’s accounting practices, policies and systems. (c) Seller has not received any written notice, or to the Knowledge of Seller, any oral statement, from any Material Customer and or Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to that any such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being will not continue as a customer or supplier of the Business after the Closing; or shall materially that it intends to stop, decrease the rate of, or materially adversely change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby related to payment, price or otherwise) and (B) no Material Supplier has provided of or otherwise modify in any written notice to the effect that any such Material Supplier intends to material respect its business relationship with Seller or shall cease doing business with the Business or intends to or shall materially decrease the rate ofits Subsidiaries, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect it relates to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) Schedule 3.22(a) of the Disclosure Schedules sets forth a true and complete and correct list of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year names of all customers of the Company (including any Seller and any Seller’s Affiliates) with a billing for each such client of an aggregate amount of $500,000 or more during the 12 months ended December 31June 30, 2019 and 2021, (ii) the six (6)-month amount for which each such customer was invoiced during such period ended June 30, 2020 (the “Material Customers”) and (biii) a complete and correct list of suppliers, service providers or other similar business relations the percentage of the Business (the “Material Suppliers”) accounting for five percent (5%) or more consolidated total sales of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of Company represented by sales to each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each customer during such period. Since January 1, 2019, Neither the Company nor any Seller has received any notice or has any reason to believe that any of such customers (including any Seller and its Affiliates) (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to ceased or shall cease being a customer of the Business or shall materially decrease the rate ofsubstantially reduced, or materially change the terms with respect towill cease or substantially reduce, buying use of products or services of the Company (B) has sought, or is seeking, to reduce the price it will pay for goods or services of the Company, or (C) has sought, or is seeking, to return any goods purchased from the Business (whether Company. None of such customers has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby by this Agreement. (b) Schedule 3.22(b) of the Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company (including any Seller and any Seller’s Affiliates) from which the Company ordered products or otherwise) services with an aggregate purchase price for each such supplier of $500,000 or more during for the 12 months ended June 30, 2021 and (Bii) no Material Supplier the amount for which each such supplier invoiced the Company during such period. Neither the Company nor any Seller has received any notice or has any reason to believe that there has been any material adverse change in the price of such supplies or services provided any written notice to the effect that by any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate ofsupplier (including any Seller and its Affiliates), or materially change the terms with respect to, supplying materials, products than any such supplier (including any Seller and its Affiliates) will not sell supplies or services to the Business (whether Company at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company, subject to general and customary price increases. No such supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired by this Agreement. (c) The Company nor any Asset Seller (in each case with respect to the Businessi) are involved (and have has not been involved since January 1, 2019) in experienced any material claimdisruption in its supply chain networks as a result of COVID-19 that remains ongoing as of the date of this Agreement or (ii) has not made, dispute or controversy with currently plans to make, any Material Customer material changes to its supply chains or Material Suppliervendor services in response to COVID-19.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete Except as set forth on Schedule 3.18(a), since October 1, 2013 and correct list to the date of customers this Agreement, to the Knowledge of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Seller no Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms Seller with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business has indicated an intention to discontinue or materially alter in an adverse manner its relationship with Seller. (whether as b) There is set forth in Schedule 3.18(b) a result list by name of the consummation 20 largest customers and clients of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case a “Material Customer”) and the 10 largest suppliers and subcontractors providing goods and services to Seller (each a “Material Supplier”), with respect to the Business, for the twelve (12) are involved month period ended September 30, 2013 and the six (6) month period ending March 31, 2014, together with the approximate dollar amounts of goods or services provided to or by such Persons during each such period and have not been involved a summary description of the goods or services provided. (c) Other than as set forth on Schedule 3.18(c), no Person (either individually or jointly with another Person) has bought from or sold to Seller, during any of the past two fiscal years, more than 5% of the total amount of all purchases or sales made by Seller with respect to the Business since January such date. (d) Since October 1, 20192013 through the date of this Agreement, Seller has not given any warranty in respect of goods or services of the Business supplied or agreed to be supplied by it, except for Seller’s standard warranties as set forth on Schedule 3.18(d), and other warranties that are not, in the aggregate, material to the Business. Seller does not have a practice of providing extended warranties. (e) in any material Schedule 3.18(e) sets forth a list of open claims and recently closed claims related to the Business for which the value of the claim exceeds the value of the product subject to the claim, dispute or controversy with any Material Customer or Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) a Section 3.16 (a) of the Disclosure Schedule sets forth: (i) an accurate and complete and correct list of the ten largest customers of the Business accounting for five percent Seller, in terms of sales (5%A) or more during the fiscal year ended September 30, 1997, and (B) the 8 months ended May 31, 1998, showing the approximate total sales in dollars to each such customer during each such period; (ii) an accurate and complete list of the sales ten largest suppliers to the Seller, in terms of the Business for purchases during (iA) the fiscal year ended December September 30, 1997, and (B) the 8 months ended May 31, 2019 and (ii) 1998, showing the six (6)-month period ended June 30, 2020 (the “Material Customers”) and approximate total purchases in dollars from each such supplier during each such period; and (b) a complete and correct list of suppliers, service providers or other similar business relations Except to the extent set forth in Section 3.16 (b) of the Business (Disclosure Schedule, there has not been any material change and there are no facts known to the “Material Suppliers”) accounting for five percent (5%) or more Seller which indicate that any material adverse change may occur in the business relationship of the purchases Seller with any customer or supplier named in Section 3.16 (a) of the Business Disclosure Schedule, except for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether changes which might occur as a result of the consummation Seller selling its business. (c) Except for the customers and suppliers identified by name in Section 3.16 (a) of the transactions contemplated hereby Disclosure Schedule, the Seller's business has had no customer which accounted for more than 5% of its sales for (i) its fiscal year ended September 30, 1997, or otherwise(ii) the 8 months ended May 31, 1998, or any supplier from which the Seller purchased more than 5% of the goods and (B) services which the Seller's business purchased during each such period. To the best knowledge of the Seller, no Material Supplier has provided any written notice to the effect supplier had indicated that any such Material Supplier it intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, Buyer or materially change alter the terms with respect to, supplying materials, products or services amount and pricing of the goods delivered to the Business Buyer as compared to the goods delivered to the Seller, as and when the Buyer becomes the successor in interest to the Seller under their respective agreements. (whether as a result d) The Seller has not violated any copyright or trademark of any supplier named in Section 3.16 (a) of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material SupplierDisclosure Schedule.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of Schedule 4.18(a)(i) sets forth the top twenty (20) customers of the Company and its Subsidiaries with respect to the Business accounting for five percent (5%) or more on a consolidated basis, and determined on the basis of the total dollar amount of sales of to such customers) for the Business for (i) the fiscal year ended December 31, 2018 and for the period between January 1, 2019 and March 31, 2019 (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list ), and, opposite the name of supplierseach Material Customer, service providers or other similar business relations the dollar amount of revenues from such Material Customer with respect to the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for during such periods. Except as set forth on Schedule 4.18(a)(ii), (i) all Material Customers continue to be customers of the fiscal Company and its Subsidiaries and none of such Material Customers has materially reduced, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice from any Material Customer indicating that such Material Customer will materially reduce its business with the Company or any of its Subsidiaries with respect to the Business from the levels achieved during the year ended December 31, 2019 and 2018, (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided terminated its relationship with the Company or any written notice of its Subsidiaries, nor has the Company or any of its Subsidiaries received any written, or to the effect knowledge of the Company, oral notice that any such Material Customer intends to or shall cease being a customer of do so, (iii) neither the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are of its Subsidiaries is involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer and (iv) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any of its other customers. (b) Schedule 4.18(b)(i) sets forth the top twenty (20) suppliers of the Company and its Subsidiaries with respect to the Business (on a consolidated basis, and determined on the basis of the total dollar amount of purchases from such suppliers) for the year ended December 31 2018 and for the period between January 1, 2019 and March 31, 2019 (“Material Suppliers”), and, opposite the name of each Material Supplier, the dollar amount of purchases from such Material Supplier with respect to the Business during such periods. Except as set forth on Schedule 4.18(b)(ii), (i) all Material Suppliers continue to be suppliers of the Company and its Subsidiaries and none of such Material Suppliers has materially reduced, nor has the Company or any of its Subsidiaries received written, or to the knowledge of the Company, oral notice from any Material Supplier indicating that such Material Supplier will materially reduce its business with the Company or any of its Subsidiaries from the levels achieved during the year ended December 31, 2018, (ii) no Material Supplier has terminated its relationship with the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries received any written, or to the knowledge of the Company, oral notice that any Material Supplier intends to do so, (iii) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any Material Supplier and (iv) neither the Company nor any of its Subsidiaries is involved in any material claim, dispute or controversy with any of its other suppliers.

Customers and Suppliers. Schedule 5.21 sets forth (a) Schedule 5.22(a) sets forth a true, correct and complete and correct list of the fifteen (15) largest customers of the Business accounting for five percent Acquired Companies on a consolidated basis (5%) or more each, a “Material Customer”), as measured by the dollar amount of sales to such customers on an aggregate and consolidated basis, during each of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period years ended June 30, 2020, June 30, 2021, June 30, 2022 and sets forth opposite for the name of five (5)-month period ended November 30, 2022, showing the approximate total sales by the Acquired Companies, on an aggregate and consolidated basis, to each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parentcustomer, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each during such period. Since January 1, 2019Except as set forth on Schedule 5.22(a), (Ai) all Material Customers continue to be customers of the applicable Acquired Company and none of such Material Customers has materially reduced its business with the applicable Acquired Company from the levels achieved during the fiscal year ended June 30, 2022, and, to the Knowledge of the Sellers, there is no reason to believe that any such reduction will occur; (ii) no Material Customer has provided terminated its relationship with the applicable Acquired Company, nor has the applicable Acquired Company received any written notice or other communication, nor, to the effect Knowledge of the Sellers, is there any other reason to believe, that any such Material Customer intends to do so or shall cease being to materially alter the terms of its relationship with the applicable Acquired Company; (iii) except for immaterial claims or disputes arising in the Ordinary Course of Business, no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any Material Customer; (iv) no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any of its other customers that, individually or in the aggregate, could reasonably be anticipated to have a Material Adverse Effect or result in any material liability for any Acquired Company; (v) to the Knowledge of the Sellers, there is no reason to believe that the resignation of any employee of any Acquired Company could result in the termination of, reduction in, or any detrimental change to any Acquired Company’s relationship with any Material Customer; (vi) no Material Customer has materially reduced or has requested in writing or, to the Knowledge of the Sellers, orally to materially reduce, in either case, in the aggregate, the pricing of any good or service it purchases from the applicable Acquired Company, or, to the Knowledge of the Sellers, is there any other reason to believe that any Material Customer intends to do so; and (vii) no customer of the Business or shall materially decrease the rate of, or materially change the terms any Acquired Company is reasonably expected to terminate its relationship with respect to, buying products or services from the Business (whether any Acquired Company as a result of the consummation of the transactions contemplated hereby by this Agreement, including as a result of any change in ownership of the Acquired Companies or otherwiseloss by any Acquired Company of any set-aside status or eligibility of such Acquired Company for any set-aside program. 41 4893-2596-7688v2 EMAIL\25717007 (b) Schedule 5.22(b) sets forth a true, correct and complete list of the fifteen (B15) largest suppliers of the Acquired Companies on a consolidated basis (each, a “Material Supplier”), as measured by the dollar amount of purchases from such suppliers on an aggregate and consolidated basis, during each of the fiscal years ended June 30, 2020, June 30, 2021, June 30, 2022 and for the five (5)-month period ended November 30, 2022, showing the approximate total purchases by the Acquired Companies, on an aggregate and consolidated basis, from each such supplier, during such period. Except as set forth on Schedule 5.22(b), (i) all Material Suppliers continue to be suppliers to the applicable Acquired Company and none of such Material Suppliers has reduced materially its business with the applicable Acquired Company from the levels achieved during the fiscal year ended June 30, 2022, and, to the Knowledge of the Sellers, there is no reason to believe that any such reduction will occur; (ii) no Material Supplier has provided terminated its relationship with the applicable Acquired Company, nor has the applicable Acquired Company received any written notice or other communication, nor, to the effect Knowledge of the Sellers, is there any other reason to believe, that any such Material Supplier intends to do so; (iii) except for immaterial claims or shall cease doing business disputes arising in the Ordinary Course of Business, no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any Material Supplier; (iv) no Acquired Company is involved in any claim, dispute, controversy or other Proceeding with any of its other suppliers that, individually or in the Business or intends aggregate, could reasonably be anticipated to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as have a result of the consummation of the transactions contemplated hereby or otherwise). Neither material adverse effect on the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) Companies’ businesses or result in any material claimliability for any Acquired Company; (v) to the Knowledge of the Sellers, dispute there is no reason to believe that the resignation of any employee of any Acquired Company could result in the termination of, reduction in, or controversy any detrimental change to any Acquired Company’s relationship with any Material Customer Supplier; (vi) no Material Supplier has materially increased or requested in writing or, to the Knowledge of the Sellers, orally to materially increase, in either case, in the aggregate, the pricing of any good or service it sells to any Acquired Company, or, to the Knowledge of the Sellers, is there any other reason to believe that any Material SupplierSupplier intends to do so; and (vii) no Acquired Company has received any notice or other communication, nor to the Knowledge of the Sellers, is there any other reason to believe, that any Material Supplier intends to change its business practices or policies in a manner that could be adverse to any Acquired Company. No supplier to any Acquired Company represents a sole source of supply of any type of equipment, goods or services (other than public utilities) to any Acquired Company in the operation of the Acquired Companies’ businesses.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) Schedule 4(s)(i) lists the fifteen (15) largest suppliers and vendors of the Camillus Business and the Cuda Business, respectively (and total purchases in dollars, from each such supplier or broker, together with the percentage of total purchases attributable to each such supplier or broker) (such list to exclude any suppliers of utilities and the federal government for ordinary course Taxes), in each case, during Seller’s fiscal year years ended December 31, 2019 2021 and December 31, 2022 and for the year to date period ending on the Financial Statement Date (the “Material Suppliers”). (ii) Schedule 4(s)(ii) lists the six fifteen (6)-month 15) largest customers (including distributors) of the Camillus Business and the Cuda Business, respectively (and total sales in dollars, to each such customer, together with the percentage of total sales attributable to each such customer), in each case, during Seller’s fiscal years ended December 31, 2021 and December 31, 2022 and for the year to date period ended June 30, 2020 ending on the Financial Statement Date (the “Material Customers”). (iii) and Except as set forth on Schedule 4(s)(iii), no such Material Supplier or Material Customer has terminated, reduced by ten percent (b10%) a complete and correct list or more, or materially modified its business with the Business since December 31, 2022. To the Knowledge of suppliersSeller, service providers or other similar business relations no material changes have occurred to the supplier base of the Business other than in the Ordinary Course of Business and those applicable to suppliers of goods generally. Except as set forth on Schedule 4(s)(iii), to the Knowledge of Seller, the Business maintains good relations with all Material Suppliers and Material Customers and has not received any notice or otherwise has any reason to believe that Material Supplier or Material Customer: (the “Material Suppliers”A) accounting for five intends, or is reasonably likely, to terminate, reduce by ten percent (510%) or more of more, or materially modify its business with the purchases Business, (B) threatened not to continue as a business relation of the Business for after the Closing, or (iC) intends to terminate, reduce by ten percent (10%) or more, or materially modify its relationship with the fiscal year ended December 31, 2019 and (ii) Business. In the six (6)-month period ended June 306) months preceding the Closing Date, 2020other than in the Ordinary Course of Business, and sets forth opposite the name of each such no Business has initiated a material rebate, discount, advance sale program, volume discount, or other program or arrangement with any Material Supplier or Material Customer and that would reasonably be expected to reduce purchases of products or services by the Business or by any Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset SellerCustomer, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplierrespect after Closing.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers Section 3.13(a) of the Business accounting for five percent (5%) or more of the sales of Disclosure Schedules sets forth with respect to the Business for (i) the fiscal year ten (10) principal customers of the Business, as measured by the highest dollar amount of goods or services invoiced to such customers for each of (A) the twelve (12) month period ended December 31, 2019 2015 and (B) the nine (9) month period ended September 30, 2016 (collectively, the “Material Customers”); and (ii) the six (6)-month period ended June 30amount invoiced to each Material Customer during such periods. Neither of the Seller Parties has received any notice that any of the Material Customers has ceased, 2020 (or intends to cease after the “Material Customers”) and Closing, to use the goods or services of the Business or to otherwise terminate or reduce its relationship with the Business. (b) a complete and correct list Section 3.13(b) of suppliers, service providers or other similar business relations of the Disclosure Schedules sets forth with respect to the Business (i) the ten principal suppliers of the Business, as measured by the highest dollar amount of goods or services purchased by any of the Seller Parties from such suppliers for each of (A) the twelve (12) month period ended December 31, 2015 and (B) the nine (9) month period ended September 30, 2016 (collectively, the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal year ended December 31, 2019 ); and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name amount of purchases from each such Material Customer and Material Supplier during such periods. Neither of the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer Seller Parties has provided received any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate ofMaterial Suppliers has ceased, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate ofcease, or materially change the terms with respect to, supplying materials, products to supply goods or services to the Business (whether as a result or to otherwise terminate or reduce its relationship with the Business. Neither of the consummation Seller Parties has any Knowledge of any price increases to the products or services it purchases from any of their respective suppliers within the next twelve (12) months other than normal and customary price increases. The prices that the Seller Parties pay to its vendors to purchase products and services is not based on, in whole or in part, the promise to continue to do business with such vendor in the future. (c) Neither of the transactions contemplated hereby Seller Parties is qualified or otherwise). Neither the Acquired Company nor registered under, or has ever been qualified or registered under, any Asset Seller federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses or (ii) based upon some other status of business ownership, or has ever received from any Governmental Authority any special, preferential or advantageous treatment in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy connection with any Material Customer such program or Material Supplierinitiative.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list of customers Except as otherwise provided for in Section 3.20 of the Business accounting for five percent (5%) NSC Disclosure Schedules, the Company has no outstanding material disputes concerning its products and/or services with any customer or more distributor who was one of the sales 10 largest sources of revenues for the Business for (i) Company, based on amounts paid or payable in the fiscal year ended December 31, 2019 and (ii) 2016, or to the six (6)-month period ended June 30extent different, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) the fiscal 10 largest sources of revenues for the Company, based on amounts paid or payable in the year ended December 31, 2019 and 2015, or (ii) the six (6)-month 10 largest sources of revenues for the Company, based on amounts paid or payable in the nine month period ended June on September 30, 20202017 (each, and sets forth opposite a “Significant Customer”). Each Significant Customer, together with the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts revenues paid or payable by Parentsuch Significant Customer to the Company in (x) the years ended December 31, 2016 or December 31, 2015 or (y) the Acquired Company or Asset Sellernine month period ended on September 30, as applicable2017, attributable to such Material Customer or Material Supplier for each such periodis listed on Section 3.20(a) of the NSC Disclosure Schedule. Since January 1, 20192017 through to the date of this Agreement, (A) no Material Customer the Company has provided not received any written notice to the effect from any Significant Customer that any such Material Customer intends to or customer shall cease being not continue as a customer of the Business Company or shall that such customer intends to terminate or materially decrease and in a manner detrimental to the rate ofCompany modify existing Contracts with the Company (or the Surviving Entity, Parent or any of its Subsidiaries) or that such customer refuses to make payments for products delivered or services rendered. The Company has not had any of its products returned by a Significant Customer thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by the Company. (b) The Company has no outstanding material dispute concerning products and/or services provided by any supplier who, in the year ended December 31, 2016 was one of the 10 largest suppliers of products and/or services to the Company, or materially change to the terms with respect toextent different, buying products or services from (i) in the Business (whether as a result year ended December 31, 2015 was one of the consummation 10 largest suppliers of products and/or services or (ii) in the nine month period ended on September 30, 2017 was one of the transactions contemplated hereby 10 largest supplier of products and/or services, in either case based on amounts paid or otherwisepayable (each, a “Significant Supplier”). Each Significant Supplier, together with the amounts paid or payable by the Company to such Significant Supplier during (x) and the years ended December 31, 2016 or December 31, 2015 or (By) no Material Supplier the nine month period ended on September 30, 2017, is listed on Section 3.20(b) of the NSC Disclosure Schedule. Since January 1, 2017 through to the date of this Agreement, the Company has provided not received any written notice from any Significant Supplier that such supplier shall not continue as a supplier to the effect Company or that any such Material Supplier supplier intends to terminate or shall cease doing business materially and in a manner detrimental to the Company modify existing Contracts with the Business Company (or intends to the Surviving Entity, Parent or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result any of the consummation of the transactions contemplated hereby or otherwiseits Subsidiaries). Neither The Company has access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Acquired Company nor HoldCo Businesses, and HoldCo has no knowledge of any Asset Seller (in each case with respect reason why it will not continue to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Suppliersuch access on commercially reasonable terms.

Customers and Suppliers. Schedule 5.21 sets forth (a) a Section 3.14(a) of the Disclosure Schedule sets forth complete and correct list accurate lists (separated by applicable fiscal year) of the top ten (10) customers of the Business accounting (on a consolidated basis) as measured by the dollar amount of annual recurring revenue, for five percent (5%) or more of the sales of the Business for (i) the fiscal year ended December 31, 2019 2021 and (ii) the six (6)-month 6) month period ended June 30, 2020 2022 (the “Material Major Customers”) and ), together with the amount received by Seller or its Affiliates (b) a complete and correct list of suppliersas the case may be), service providers or other similar business relations in the aggregate, from each Major Customer during such periods in respect of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for Business. No Major Customer has (i) materially reduced its business with any Acquired Entity or the Business from the levels achieved during the fiscal year ended December 31, 2019 and 2021, or (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1since December 31, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to cancelled or shall cease being a customer of otherwise terminated its relationship with the Business or shall materially decrease any Acquired Entity and neither Seller nor any Acquired Entity has received any notice, and Seller and the rate ofAcquired Entities have no reason to believe, that any Major Customer has ceased, or materially change intends to cease after the terms with respect toClosing, buying products to use its goods or services from or to otherwise terminate or materially reduce or otherwise limit or alter its relationship with any Acquired Entity or the Business (whether as a result of the consummation of the transactions contemplated hereby by this Agreement, the other Transaction Documents or otherwise). (b) Section 3.14(b) of the Disclosure Schedule sets forth complete and accurate lists (Bseparated by applicable fiscal year) no Material of the top ten (10) suppliers of goods or services to the Business (on a consolidated basis) as measured by the dollar volume of purchases, for the fiscal year ended December 31, 2021 and the six (6) month period ended June 30, 2022 (the “Major Suppliers”), together with the amount of payments to each such Major Supplier during such periods in respect of the Business. No Major Supplier has provided (i) materially reduced its business with any written notice to Acquired Entity or the effect that any such Material Supplier intends to Business from the levels achieved during the fiscal year ended December 31, 2021, or shall cease doing business (ii) since December 31, 2019, cancelled or otherwise terminated its relationship with the Business or any Acquired Entity and neither Seller nor any Acquired Entity has received any notice, and Seller and the Acquired Entities have no reason to believe, that any Major Supplier has ceased, or intends to cease after the Closing, to use its goods or shall materially decrease the rate of, services or to otherwise terminate or materially change the terms reduce or otherwise limit or alter its relationship with respect to, supplying materials, products any Acquired Entity or services to the Business (whether as a result of the consummation of the transactions contemplated hereby by this Agreement, the other Transaction Documents or otherwise). . (c) Neither the Acquired Company Seller nor any Asset Seller Acquired Entity has received written notice of (in each case with respect or, to the Businessknowledge of Seller, has been threatened in respect of) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Major Customer or Material Major Supplier, and no Acquired Entity has received written notice of (or, to the knowledge of Seller, has been threatened in respect of) any material claim, dispute or controversy with any of its other customers or suppliers.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct Schedule 4.18(a) sets forth an accurate list of the revenues generated from each of Seller’s customers of for both the Business accounting for year-ended December 31, 2009 and the three (3) months ended April 30, 2010 that account for, individually, at least five percent (5%) or more of Seller’s gross revenue for such periods (the sales “Significant Customers”). Except as set forth in Schedule 4.18(a), Seller is not aware of any outstanding material disputes concerning any the Business for relationships with such Significant Customers. Except as set forth in Schedule 4.18(a), Seller has no knowledge (i) of any material dissatisfaction on the fiscal year ended December 31part of any of Significant Customers, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations that any of the Business (the “Material Suppliers”) accounting for five percent (5%) Significant Customers intends to cease or more materially reduce its purchases from Seller. that any of the Significant Customers intends to cease or materially reduce its purchases from Seller (excluding general macro-economic conditions). Except as set forth in Schedule 4.18(a), Seller has not received any written notice from any Significant Customer that such client shall not continue as a client of Seller (or Purchaser) after the Closing under the Business for or that any of Seller’s customers intends to terminate or materially modify existing Contracts with Seller (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such periodPurchaser). Since January 1, 20192005, (A) no Material Customer Seller has provided any written notice to stored and maintained all Existing Consumer Data in a manner consistent in all material respects with industry practice and has not licensed or sold the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate ofsame to, or materially change entered into any Contract to license or sell the terms with respect tosame with, buying products any Person other than as contemplated herein. (b) Attached hereto as Schedule 4.18(b) are the privacy policies of or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services related to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (which have been in each case with respect to the Business) are involved (and have not been involved effect since January 1, 20192005, including the dates in which such policies were in effect (the “Privacy Policies”). Seller has been in material compliance with the Privacy Policies and any and all Legal Requirements related thereto. The transfer of any Existing Consumer Data from Seller to Purchaser as contemplated herein shall be in full and complete compliance with the Privacy Policies and any and all Legal Requirements related thereto. (c) in Schedule 4.18(c) sets forth an accurate list of each supplier of Seller who, for the year-ended December 31, 2009 and the three (3) months ended April 30, 2010, was one of the ten (10) largest suppliers of products and/or services to the Business, based on amounts paid or payable (each, a “Significant Supplier”). Seller has no outstanding material dispute concerning products and/or services provided by any material claimSignificant Supplier. Seller has not received any information from any Significant Supplier that such supplier shall not continue as a supplier to Seller or, dispute following Closing, Purchaser or controversy that any Significant Supplier intends to terminate or materially modify existing Contracts with any Material Customer or Material SupplierSeller or, following closing, Purchaser.

Customers and Suppliers. Schedule 5.21 sets forth (a) Section 3.24(a) of the Disclosure Schedules sets forth a correct and complete and correct list of the twenty-five (25) largest customers of the Business accounting Company and its Subsidiaries (on a consolidated basis) in terms of sales for five percent (5%) or more of the sales of the Business for (i) the fiscal year years ended December 31, 2019 2011, 2012 and 2013 (ii) the six (6)-month period ended June 30collectively, 2020 (the “Material Customers”), together with the Dollar amount of sales to each Material Customer for each such year. As of the date hereof, neither the Company nor any of its Subsidiaries (i) and has received any written notice or, to the Sellers’ Knowledge, oral notice or, to the Sellers’ Knowledge, has any reason to believe, that any of its Material Customers has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with the Company or any of its Subsidiaries, (ii) is involved in any Action with any Material Customer or (iii) is involved in any other material Action with any of its customers that is not a Material Customer. (b) Section 3.24(b) of the Disclosure Schedules sets forth a correct and complete and correct list of suppliersthe twenty-five (25) largest suppliers to the Company and its Subsidiaries (on a consolidated basis) in terms of purchases for the years ended December 31, service providers or other similar business relations of the Business 2011, 2012 and 2013 (collectively, the “Material Suppliers”) accounting for five percent (5%) or more of ), together with the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar Dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or purchases from each Material Supplier for each such periodyear. Since January 1As of the date hereof, 2019, neither the Company nor any of its Subsidiaries (Ai) no Material Customer has provided received any written notice or, to the effect Sellers’ Knowledge, oral notice or, to the Sellers’ Knowledge, has any reason to believe, that any such of its Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate ofSuppliers has ceased, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to cease after the Closing, to supply goods or shall materially decrease the rate of, services or to otherwise terminate or materially change reduce its relationship with the terms with respect toCompany or any of its Subsidiaries, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Businessii) are is involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy Action with any Material Customer Suppliers or (iii) is involved in any other material Action with any of its suppliers that is not a Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) Schedule 5.17(A) sets forth a complete true and correct list of customers list, as of the Business accounting for five percent (5%) or more date of this Agreement, of the Companies’ twenty largest customers, clients and service users based on revenues derived from sales of the Business to customers or services to clients and service users for (i) the fiscal year of the Companies ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 2016 (the “Material Customers”) ), and the aggregate amounts of revenue derived from each such Material Customers since December 31, 2016, through June 30, 2017. Except as set forth on Schedule 5.17(A), there has been no adverse change since January 1, 2017, in the business relationship of any Company with any Material Customer which change, individually or in the aggregate, is material to such Company, and no Material Customer has canceled or otherwise adversely modified in any material respect, any Contract with such Company (and neither such Company nor Seller, nor, to Seller’s Knowledge, any other Person, has received since January 1, 2017, any written notice or other communication of any intention to do so). (b) Schedule 5.17(B) sets forth a complete true and correct list of supplierslist, service providers or other similar business relations as of the Business date of this Agreement, of the Companies’ twenty most significant suppliers based on amounts paid by the Companies to such suppliers for the fiscal year of each Company ended December 31, 2016 (the “Material Suppliers”) accounting for five percent (5%) or more of ), and the purchases of the Business for (i) the fiscal year ended December 31aggregate amounts paid to each such Material Supplier since January 1, 2019 and (ii) the six (6)-month period ended 2017 through June 30, 20202017. There has been no adverse change within the past three years in the business relationship of any such Company with any Material Supplier which change, individually or in the aggregate, is material to such Company, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to or shall cease being a customer of the Business or shall materially decrease the rate of, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided canceled or otherwise adversely modified in any material respect any Contract with any such Company (and neither any Company nor Seller, nor, to the Knowledge of Seller, any other Person, has received during the three years preceding the date of this Agreement any written notice or other communication of any intention to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwisedo so). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material Supplier.

Customers and Suppliers. Schedule 5.21 sets forth (a) Schedule 3.20(a) of the Disclosure Schedules sets forth a true and complete and correct list of customers of the Business accounting for five percent (5%) or more of the sales of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020 (the “Material Customers”) and (b) a complete and correct list of suppliers, service providers or other similar business relations names of the Business (the “Material Suppliers”) accounting for five percent (5%) or more 20 largest customers of the purchases of Company for the Business 2020 calendar year and for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since beginning January 1, 20192021 and ending Mxxxx 00, 0000, (xx) the amount for which the Company invoiced each such customer during such periods and (iii) the percentage of the total sales of the Company represented by sales to each such customer during such periods. The Seller Parties have not received any notice, nor to the Knowledge of Seller Parties have any of such customers (A) no Material Customer has provided any written notice to the effect that any such Material Customer intends to ceased or shall cease being a customer of the Business or shall materially decrease the rate ofsubstantially reduced, or materially change the terms with respect towill cease or substantially reduce, buying use of products or services from of the Business Company or (whether B) has sought, or is seeking, to reduce the price it will pay for the services of the Company. To the Knowledge of Seller Parties, none of such customers has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby Transaction. (b) Schedule 3.20(b) of the Disclosure Schedules sets forth a true and complete list of (i) the names of the 20 largest suppliers of the Company from which the Company ordered products or otherwise) services for the 2020 calendar year and for the period beginning January 1, 2021 and ending March 31, 2021 and (Bii) no Material Supplier has provided the amount for which each such supplier invoiced the Company during such periods. The Seller Parties have not received any written notice notice, nor to the effect that Knowledge of Seller Parties, has there been any Material Adverse Effect in the price of such supplies or services provided by any such Material Supplier intends to or shall cease doing business with supplier. To the Business or intends to or shall materially decrease the rate ofKnowledge of Seller Parties, or materially change the terms with respect to, supplying materials, products all such suppliers will sell supplies or services to the Business (whether Company at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Company, subject to general and customary price increases. To the Knowledge of Seller Parties, no such supplier has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case with respect to the Business) are involved (and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material Customer or Material SupplierTransaction.

Customers and Suppliers. Schedule 5.21 sets forth (a) a complete and correct list Section 4.08(a) of the Disclosure Schedules lists the top twenty (20) customers of the Business accounting for five percent (5%) or more of the by sales of the Business for (i) volume during the fiscal year ended December 31, 2019 2020 and December 31, 2021 (each, a “Material Customer”) and the total amount invoiced by the Companies to each Material Customer during each such period, as measured by the dollar amount of such invoices. No Material Customer (i) has defaulted, cancelled, failed to renew or otherwise terminated or modified in any material respect its business relationship with any Company, (ii) has materially decreased the six amount of business done with the Companies or (6)-month period ended June 30iii) has informed or threatened any Company in writing that it intends to terminate or modify in any material respect its business relationship with any Company, 2020 (the “including any material modification of prices. The Companies have remediated or otherwise resolved any material deficiencies or other material violations identified in any audit by any of its Material Customers”) and . (b) a complete and correct list Section 4.08(b) of suppliers, service providers or other similar business relations the Disclosure Schedules lists the top twenty (20) suppliers of the Business (the “Material Suppliers”) accounting for five percent (5%) or more of the purchases of the Business for (i) by expenditure during the fiscal year ended December 31, 2019 2020 and December 31, 2021 (each, a “Material Supplier”) and the total payments by the Companies to each Material Supplier during each such period, as measured by the dollar amount of such payments. No Material Supplier (i) defaulted, cancelled, failed to renew or otherwise has terminated or modified in any material respect its business relationship with any Company, (ii) has materially decreased the six (6)-month period ended June 30, 2020, and sets forth opposite the name of each such Material Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, business done with the Acquired Companies or (iii) has informed or threatened any Company or Asset Seller, as applicable, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect in writing that any such Material Customer it intends to terminate or shall cease being a customer modify in any material respect its business relationship with any Company, including any material modification of prices. Except as set forth on Section 4.08(b) of the Business or shall materially decrease the rate ofDisclosure Schedules, or materially change the terms with respect to, buying products or services from the Business (whether as a result there are no suppliers of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided any written notice to the effect that any such Material Supplier intends to or shall cease doing business with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither the Acquired Company nor any Asset Seller (in each case Companies that are material to its business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in the Business) are involved (and have not been involved since January 1marketplace. The Companies have, 2019) in all material respects, remediated or otherwise resolved any material deficiencies or other material violations identified in any material claim, dispute or controversy with audit by any of its Material Customer or Material SupplierSuppliers.

Customers and Suppliers. Schedule 5.21 4.24 sets forth forth: (a) a complete and correct list each of the customers of the Business accounting for five percent (5%“Customers”) or more and the amount of the sales revenue of the Business for generated from each Customer during the twelve (12) month period ended September 30, 2018 categorized by (i) customers who have purchased subscription-based services (with the fiscal year ended December 31revenue categorized per type of subscription purchased), 2019 and (ii) customers who have purchased other products or services of the six (6)-month period ended June 30, 2020 (the “Material Customers”) Business on a per-transaction basis; and (b) a complete and correct list each of suppliers, service providers or other similar business relations the ten (10) largest suppliers of the Business taken as a whole, determined by purchases for the twelve (12) months ended September 30, 2018 (the “Material Suppliers”), together with (by Material Supplier) accounting for five percent (5%) or more the amount of the purchases of the Business for (i) the fiscal year ended December 31, 2019 and (ii) the six (6)-month period ended June 30, 2020, and sets forth opposite the name of from each such Material Supplier during the twelve (12) months ended September 30, 2018. In the last twelve (12) months, no Customer has cancelled, terminated or materially modified any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Customer and Material Supplier the approximate dollar amount of net sales and/or amounts paid by Parent, the Acquired Company or Asset Seller, as applicableor, attributable to such Material Customer or Material Supplier for each such period. Since January 1, 2019, (A) no Material Customer has provided any written notice to the effect Knowledge of Seller, threatened to cancel, terminate or materially modify any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Customer and Seller, or, to the Knowledge of Seller, submitted any complaints or grievances (including, without limitation, formal, informal, written or oral complaints) regarding any Contract between such Customer and Seller or regarding the Business in general. Seller has not received from any Customer any notice, written or otherwise, and Seller has no Knowledge, that any such Material Customer intends intends, to cancel or shall cease being a customer of otherwise materially modify its relationship with the Business or shall materially decrease Business. In the rate oflast twelve (12) months, or materially change the terms with respect to, buying products or services from the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise) and (B) no Material Supplier has provided cancelled, terminated or materially modified any written notice to of the effect that terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller, or, to the Knowledge of Seller, threatened to cancel, terminate or materially modify any of the terms or conditions (including, without limitation, any pricing term) of any Contract between such Material Supplier and Seller. Seller has not received any notice, written or otherwise, and Seller has no Knowledge, that any Material Supplier or Customer intends to cancel or shall cease doing business otherwise materially modify its relationship with the Business or intends to or shall materially decrease the rate of, or materially change the terms with respect to, supplying materials, products or services to the Business (whether as a result of the consummation of the transactions contemplated hereby or otherwise). Neither Seller, to its Knowledge, is and for the Acquired Company nor any Asset Seller prior two (2) years has been in each case material compliance with respect all applicable privacy and other Laws and regulations relating to the Business) are involved (protection, collection, use, and have not been involved since January 1, 2019) in any material claim, dispute or controversy with any Material distribution of Customer or Material SupplierData.