Common use of Customers; Suppliers Clause in Contracts

Customers; Suppliers. (a) Section 4.24(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the top 10 largest customers (based on gross revenue received by the Company or any of its Subsidiaries) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31, 2022. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of the 20 largest suppliers (based on spend by the Company or any of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule has notified the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries.

Customers; Suppliers. (a) Section 4.24(a) ‎Section 3.29 of the Company Seller Disclosure Schedule sets forth a true, correct and complete list the names of the top 10 largest five (5) most significant customers (based on gross revenue received by the Company or any dollar amount of its Subsidiariessales) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer Business for the fiscal year ended December 31, 20222013, and the period from January 1, 2014 through September 30, 2014 (each, a “Significant Customer” and collectively, the “Significant Customers”), and the approximate dollar amount of sales for each such customer during such periods. Seller has not received express written or oral notice from any Significant Customer that it intends to cease, and to the knowledge of Seller, no Significant Customer has ceased, will cease, or is reasonably likely to cease, to purchase the products of the Business or has substantially reduced, intends to substantially reduce, or is reasonably likely to substantially reduce the purchase by it of the aggregate amount of products from the Business (determined by reference to the market share of the aggregate amount of products purchased from the Business by such Significant Customer), whether as a result of the transactions contemplated hereby or otherwise. (b) Section 4.24(b) ‎Section 3.29 of the Company Seller Disclosure Schedule sets forth a true, correct and complete list the names of the 20 largest five (5) most significant suppliers (based on spend by dollar amount of purchases) of the Company or any of its Subsidiaries) Business for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 20222013, and the period from January 1, 2014 through September 30, 2014 (each, a “Significant Supplier” and collectively, the “Significant Suppliers”), and the approximate dollar amount of purchases from each such supplier during such periods. Seller has not received express written or oral notice from any Significant Supplier that it intends to cease, and to the knowledge of Seller, no Significant Supplier has ceased, will cease, or is reasonably likely to cease, to supply or support its products or services to the Business or has substantially reduced, intends to substantially reduce, or is reasonably likely to substantially reduce the supply or support of such products or services to the Business, or materially and adversely change the terms of such supply or support, whether as a result of the transactions contemplated hereby or otherwise. (c) Except for completions Since December 31, 2013, Seller has not received any communication from any Significant Customer regarding any material complaints regarding or expirations of contracts in accordance with their terms related to Seller’s products, performance or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule has notified the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, (including with respect to the business relationship their quality or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (iiconformity with specifications), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries.

Customers; Suppliers. (a) Section 4.24(aSchedule 4.25(a) sets forth the names of the Company Disclosure Schedule sets forth a true, correct and complete list of the top 10 largest five (5) most significant customers (based on gross revenue received by the Company or any dollar amount of its Subsidiariesrevenue) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in for each of the aggregate attributable to such customer for the fiscal year ended December 31, 20222007, and the period from January 1, 2008 through September 30, 2008, and the dollar amount of revenue for each such customer during such periods. The Company has received no notice and has no Knowledge that any customer listed on Schedule 4.25(a) has ceased to purchase or license the products of the Company, or has substantially reduced, or intends to substantially reduce, the purchase or license of such products from the Company. As of the date of this Agreement, the Company received no notice and has no Knowledge that any customer listed on Schedule 4.25(a) is reasonably likely to cease to purchase or license the products of the Company. As of the Effective Time, the Company has received no notice and has no Knowledge that any customer listed on Schedule 4.25(a) is reasonably likely to cease to purchase or license the products of the Company, except as would not be material to the Company and its Subsidiaries taken as a whole. (b) Section 4.24(bSchedule 4.25(b) sets forth the names of the five (5) most significant suppliers (by dollar amount of purchases) of the Company Disclosure Schedule sets forth a true, correct and complete list its Subsidiaries for each of the 20 largest year ended December 31, 2007, and the period from January 1, 2008 through September 30, 2008, and any sole-source suppliers (based on spend by that are material to the business of the Company as presented, conducted or any as proposed to be conducted, in each case specifying the dollar amount of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid purchases by the Company and its Subsidiaries taken in the aggregate to from each such supplier for each of the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of 2007, and the Company Disclosure Schedule, since period from January 1, 20232008 through September 30, 2008. The Company has received no customer or notice and has no Knowledge that any supplier listed on Section 4.24(aSchedule 4.25(b) has threatened to (x) terminate or Section 4.24(b) of modify in a manner adverse to the Company Disclosure Schedule has notified its relationship with the Company, (y) reduce the amount of goods or services that it is willing to supply to the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially (z) increase the price of buying any good or selling products and services from service that it has previously supplied or that it expects to supply to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its SubsidiariesCompany.

Customers; Suppliers. (a) Section 4.24(a5.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of the top 10 ten (10) largest customers (based on gross revenue received “Material Customers”) of the Group Companies, as measured by the Company or any dollar amount of its Subsidiariesrevenues recognized by the Company, during the twelve (12) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31, 20222019 and the twelve (12) month period ended December 31, 2020, showing the amount of revenues recognized by the Group Companies from such customer during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or against any Material Customer. (b) Section 4.24(b5.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Contracts with Material Customers which are the 20 largest suppliers (based on spend by subject of an ongoing competitive bidding process, or for which the Company has been notified or any informed in writing or, to the Knowledge of its Subsidiariesthe Company, orally, that it will be the subject of a competitive bidding process within twelve (12) for months after the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name date of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022this Agreement. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c5.14(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(aSchedule sets forth a list of the ten (10) or Section 4.24(blargest suppliers (“Material Suppliers”) of the Company Disclosure Schedule has notified Group Companies, as measured by the Company or any dollar volume of its Subsidiaries in writing that it shallpurchases from such suppliers, or intends toduring the twelve (12) month period ended December 31, terminate its relationship with or stop2019 and the twelve (12) month period ended December 31, materially decrease 2020, showing the rate or volume amount of payments made by the Group Companies to each such supplier during each such period. To the Knowledge of the Company, there are no bankruptcies filed by, on behalf of, or materially increase the price against any Material Supplier. There are no suppliers of buying products or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected that are material to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, Group Companies’ business with respect to which practical alternative sources of supply are not available on comparable terms and conditions in the business relationship marketplace. (d) No Group Company has received notice from any Material Customer or any agreements between Material Supplier that such customers Material Customer or suppliers and the Company or any of its Subsidiaries. Prior Material Supplier will, and, to the date hereofCompany’s Knowledge, no Material Customer or Material Supplier intends to or is considering terminating, cancelling, discontinuing, reducing, materially changing the Company has made available terms (e.g., related to Parent truepayment, correct and complete copies price, quantity of all material written correspondence within the last three years (ibusiness) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company of, or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplierotherwise adversely modifying, in each case in any material respect, its volume or type of business with the Group Companies, whether as a result of any of the transaction described in this Agreement or otherwise. No Group Company is, or has during the past twelve (i12) and (ii)months been, solely to the extent related to involved in any proposals to purchasematerial claim, acquire, sell dispute or transfer all controversy with any Material Customer or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its SubsidiariesMaterial Supplier.

Customers; Suppliers. (a) Section 4.24(a4.21(a) of the Company Disclosure Schedule sets forth a true, correct an accurate and complete list of each customer who, in either the top 10 year ended October 31, 2015 or the nine months ended July 30, 2016 was one of the 20 largest customers (sources of revenues for the Acquired Companies, based on gross revenue received by the Company amounts paid or any of its Subsidiaries) for each payable (each, a “Significant Customer”). None of the fiscal years ended 2021 and 2022 and Acquired Companies has any outstanding material disputes with a Significant Customer other than in the 6-month period ended July 1ordinary course of business consistent with past practice, 2023. Opposite and, to the name of each customer is the approximate percentage of revenues Knowledge of the Company, no Acquired Company and its Subsidiaries taken in has received written notice of the aggregate attributable intention of a Significant Customer to seek to materially reduce the scale of the business conducted with the Acquired Companies. To the Knowledge of the Company, as of the date hereof, none of the Acquired Companies has received written notice from any Significant Customer that such customer for shall not continue as a customer of the fiscal year ended December 31, 2022Acquired Companies (or the Surviving Corporation or Parent) after the Closing or that such customer intends to terminate or materially modify any existing material Contract with the Acquired Companies (or the Surviving Corporation or Parent). (b) Section 4.24(b4.21(b) of the Company Disclosure Schedule sets forth a true, correct an accurate and complete list of the 20 largest suppliers (based on spend accounts payable incurred in respect of, each supplier or other service provider of the Acquired Companies that accounted for more than $25,000,000 of the accounts payable incurred by the Company or any of its Subsidiaries) Acquired Companies, on a consolidated basis, for the fiscal year ended 2022 and October 31, 2015 or the 6-month period nine months ended July 130, 20232016 (each a “Significant Supplier”). Opposite the name As of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule has notified the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, none of the Company Acquired Companies has made available to Parent true, correct and complete copies of all material received any written correspondence within the last three years (i) notice from any Significant Supplier that such supplier listed on Section 4.24(b) shall not continue as a supplier of the Company Disclosure Schedule to Acquired Companies (or the Company Surviving Corporation or any of its Subsidiaries Parent) after the Closing or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of that such supplier intends to terminate or any of its Affiliates materially modify existing Contracts with the Acquired Companies (excluding, for or the avoidance of doubt, purchases of products from any such supplier Surviving Corporation or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its SubsidiariesParent).

Customers; Suppliers. (a) Section 4.24(a6.11(a) of the Company Disclosure Schedule accurately sets forth the amount of gross revenue attributable to the Material Customer during each month of the 12-month period ended December 31, 2021 and each month of the 6-month period ended June 30, 2022 and all Customer Chargebacks and Liabilities described in clause (b) of the definition of Customer Inventory Losses during each month of such periods. Except as set forth in Section 6.11(a) of the Disclosure Schedule, Sellers have not received any written indication that the Material Customer intends to cease or materially reduce the amount of business that it has been doing with Sellers during such periods or, after the Closing Date, will be doing with Buyer or its Affiliates. Since January 1, 2022, Sellers have not made any written commitment to Material Customer to implement price reductions or downward price adjustments. (b) Section 6.11(b) of the Disclosure Schedule sets forth a true, complete and correct and complete list of the top 10 largest customers (based on gross revenue received by vendors and suppliers of goods and services to Sellers to which Sellers paid or accrued expenses in excess of $20,000 during the Company or any of its Subsidiariesprior 12-month period ending June 30, 2022. For each such Person, Section 6.11(b) for each of the fiscal years ended 2021 and 2022 and Disclosure Schedule accurately sets forth the 6amount of accrued expenses attributable to such Person during the 12-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31June 30, 2022. (b) , and whether such good or services are, directly or indirectly, used in connection with the Business, including servicing the AT&T Contract. Except as set forth in Section 4.24(b6.11(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of the 20 largest suppliers (based on spend by the Company or any of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since Sellers have not received any written indication that any of the Material Suppliers intends to cease or materially reduce the amount of business that it has been doing with Sellers during such periods or, after the Closing Date, will be doing with Buyer or its Affiliates. Since January 1, 20232022, no customer Sellers have not made any written commitment to any Material Supplier to modify such relationships in any manner adverse to Sellers, in each case, except as set forth in the applicable Company Contracts that have been made available to Buyer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule has notified the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiariesbe material.

Customers; Suppliers. (a) Section 4.24(a3.16(a) of the Company Disclosure Schedule Schedules sets forth a true, correct and complete list the two end-users of the top 10 largest customers (Company Products based on gross revenue the dollar amount of revenues received by the Company or any as a result of its Subsidiaries) for each of sales to such end-users during the last three fiscal years ended 2021 and 2022 and (the 6-month period ended July 1, 2023“Material Customers”). Opposite the name of each customer is the approximate percentage of revenues All Material Customers continue to be customers of the Company as of the date hereof, and none of the Material Customers has reduced materially its Subsidiaries taken in business with the aggregate attributable to such customer for Company from the fiscal levels achieved during the year ended December 31, 2022. (b) Section 4.24(b) 2014, and, to the Knowledge of the Company Disclosure Schedule sets forth a trueCompany, correct and complete list of the 20 largest suppliers (based on spend by no such reduction is expected to occur other than in connection with Parent acquiring the Company or any of its Subsidiaries) for pursuant to this Agreement (as Parent is currently the fiscal year ended 2022 and the 6-month period ended July 1, 2023Company’s largest customer). Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule No Material Customer has notified the Company or any of its Subsidiaries in writing that it shall, or intends to, terminate terminated its relationship with the Company, nor has the Company received written notice that any Material Customer intends to do so other than in connection with the consummation of the Acquisition by Parent (after which Parent may no longer be considered a customer of the Company). The Company is not involved in any claim, dispute or stopcontroversy with any Material Customer that, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or if determined adversely to the Company or any of its Subsidiaries. Except as would not reasonably be expected to haveCompany, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on . (b) Section 4.24(a) or Section 4.24(b3.16(b) of the Disclosure Schedules sets forth the top ten suppliers of the Company Disclosure Schedule, based on the one handdollar amount of purchases from such suppliers during the last three fiscal years (the “Material Suppliers”). All Material Suppliers continue to be suppliers of the Company, and none of the Material Suppliers has reduced materially its business with the Company or its Subsidiariesfrom the levels achieved during the year ended December 31, on the other hand2014, with respect and, to the business relationship or any agreements between Knowledge of the Company, no such customers or suppliers and reduction is expected to occur, other than as a result of the Company no longer utilizing the services of PCS following the Closing to provide research and development, programming, testing and development services which are in turn provided to PCS by MPCS, an entity also being acquired by Parent or one of its Affiliates. No Material Supplier has terminated its relationship with the Company, nor, except as described in the preceding sentence, has the Company received written notice that any Material Supplier intends to do so. The Company is not involved in any claim, dispute or controversy with any Material Supplier, nor is the Company involved in any claim, dispute or controversy with any of its Subsidiaries. Prior other suppliers that, if determined adversely to the date hereofCompany, individually or in the Company has made available aggregate, would reasonably be expected to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed have a Material Adverse Effect. Except as set forth on Section 4.24(b3.16(b) of the Company Disclosure Schedule Schedules, no supplier to the Company or any represents a sole source of its Subsidiaries or (ii) from supply for goods and services used in the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all conduct of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of Company’s business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries.

Customers; Suppliers. (a) Listed in Section 4.24(a4.10(a) of the Company Disclosure Schedule sets forth a true, correct are the names and complete list addresses of all the top 10 largest customers (based on gross revenue received by the Company or any of its Subsidiaries) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and each of its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31that ordered goods or merchandise, 2022. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth a trueor purchased services, correct and complete list of the 20 largest suppliers (based on spend by the Company or any of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year ended December 31, 2022. (c) Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(c) of the Company Disclosure Schedule, since January 1, 2023, no customer or supplier listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule has notified licensed rights from the Company or any of its Subsidiaries with an aggregate value of $20,000 or more during the twelve-month period ended December 31, 1999, and the amount for which each such customer was invoiced during such period. Except as disclosed in writing that it shallSection 4.10 of the Company Disclosure Schedule, or intends toneither the Company nor any of its Subsidiaries has received any written or, terminate its relationship with or stopto the Company's knowledge, materially decrease non-written notice to the rate or volume ofeffect that, or materially increase nor, to the price Company's knowledge, has any customer of buying or selling products and services from or to the Company or any of its SubsidiariesSubsidiaries that provided the Company or any of its Subsidiaries with revenue during the year ended December 31, 1999, ceased or is likely to cease, use of the products, equipment, goods or services of the Company. (b) Listed in Section 4.10(b) of the Company Disclosure Schedule are the names and addresses of all the suppliers from which the Company and each of its Subsidiaries ordered raw materials, supplies, merchandise and other goods for the Company and each of its Subsidiaries with an aggregate purchase price of $20,000 or more during the twelve-month period ended December 31, 1999 and the amount for which each such supplier invoiced the Company or any of its Subsidiaries during such period. Except as would not reasonably be expected to have, individually or disclosed in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) 4.10 of the Company Disclosure Schedule, on the one hand, and neither the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or nor any of its Subsidiaries. Prior Subsidiaries has received any written or, to the date hereofCompany's knowledge, non-written notice to the Company has made available effect that, nor, to Parent truethe Company's knowledge, correct is it likely that, any such supplier will not sell raw materials, supplies, merchandise and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule other goods or services to the Company or any of its Subsidiaries or (ii) from at any time after the Closing Date on terms and conditions substantially similar to those used in its current sales to the Company or any of its Subsidiaries to any such supplier, in and each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries.

Customers; Suppliers. (a) Section 4.24(a‎‎Section 4.26(a) of the Company Disclosure Schedule sets forth a true, correct and complete list the names of the top 10 largest five (5) most significant customers (based on gross revenue received by the Company or any dollar amount of its Subsidiariessales) for each of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31, 2022. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth a true2017, correct and complete list of the 20 largest suppliers (based on spend by the Company or any of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July from January 1, 2023. Opposite 2018 through June 30, 2018 (each, a “Significant Customer” and collectively, the name “Significant Customers”), and the approximate dollar amount of sales for each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to customer during such supplier for the fiscal year ended December 31, 2022. (c) periods. Except for completions or expirations of contracts in accordance with their terms or as otherwise set forth on Section 4.24(cin ‎Section 4.26(a) of the Company Disclosure Schedule, since January 1neither the Company nor any of its Subsidiaries has received express written, 2023or to the Knowledge of the Company, oral, notice from any Significant Customer that it intends to cease, and no customer Significant Customer has ceased, or, to the Knowledge of the Company, is reasonably likely to cease to purchase the products or supplier listed on Section 4.24(aservices of the Company or its Subsidiaries or has substantially reduced, or, to the Knowledge of the Company, is reasonably likely to substantially reduce the purchases by it of the aggregate amount of products or services from the Company and its Subsidiaries (determined by reference to the market share of the aggregate amount of products purchased from the Company by such Significant Customer), whether as a result of the transactions contemplated hereby or otherwise. (b) or Section 4.24(b‎‎Section 4.26(b) sets forth the names of the five (5) most significant suppliers (by dollar amount of purchases) of the Company Disclosure Schedule has notified and its Subsidiaries for the year ended December 31, 2017, and the period from January 1, 2018 through June 30, 2018 (each, a “Significant Supplier” and collectively, the “Significant Suppliers”), and the approximate dollar amount of purchases from each such supplier during such periods. Neither the Company or nor any of its Subsidiaries in writing has received express written, or, to the Knowledge of the Company, oral, notice from any Significant Supplier that it shallintends to cease, and no Significant Supplier has ceased or, to the Knowledge of the Company, is reasonably likely to cease to supply or intends to, terminate support its relationship with products or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected Subsidiaries or has substantially reduced or, to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) Knowledge of the Company Disclosure ScheduleCompany, on is reasonably likely to substantially reduce the one hand, and supply or support of such products or services to the Company or its Subsidiaries, on or materially and adversely change the other handterms of such supply or support, whether as a result of the transactions contemplated hereby or otherwise. (c) The Company has not received any written communication from any Significant Customer regarding any material complaints regarding or related to the Company’s products, performance or services (including with respect to the business relationship their quality or any agreements between such customers conformity with specifications) which remain pending or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (ii), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiariesunresolved.

Customers; Suppliers. (a) Section 4.24(a3.23(a) of the Company Disclosure Schedule sets forth a true, correct an accurate and complete list of the top 10 largest customers (based on gross revenue received by the Company or any of its Subsidiaries) for each customer who, in either of the fiscal years ended 2021 and 2022 and the 6-month period ended July 1, 2023. Opposite the name of each customer is the approximate percentage of revenues of the Company and its Subsidiaries taken in the aggregate attributable to such customer for the fiscal year ended December 31, 20222010 or 2009 or the six months ended June 30, 2011, was one of the twenty (20) largest customers for the Company, based on net sales for such period(each, a “Significant Customer”). Except as set forth in Section 3.23(a) of the Company Disclosure Schedule, the Company has no outstanding material disputes with a Significant Customer, and the Company has no Knowledge of any material dissatisfaction on the part of any Significant Customer for the six months period ended June 30, 2011. The Company has not received any information from any Significant Customer who is currently a customer of the Company that such customer shall not continue as a customer of the Company (or the Surviving Corporation or Parent) after the Closing or that such Significant Customer currently intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Parent). The Company has not received any information from the Company’s largest customer, based on the net sales for the six months ended June 30, 2011, and the Company has no Knowledge of any information, that such customer: (A) shall not continue as a customer of the Company or the Surviving Corporation after the Closing, (B) intends to terminate or materially modify (to the detriment of the Company) any existing Contracts with the Company (or the Surviving Corporation), (C) may materially decrease purchases from or market share of the Company (or the Surviving Corporation), or (D) may reverse a purchasing or product design-in decision. (b) Section 4.24(b3.23(b) of the Company Disclosure Schedule sets forth a true, correct an accurate and complete list of the 20 largest suppliers (based on spend payments made in respect of each payee of the Company that accounted for more than $100,000 of payments by the Company or any in either of its Subsidiaries) for the fiscal year ended 2022 and the 6-month period ended July 1, 2023. Opposite the name of each such supplier is the approximate percentage of dollars paid by the Company and its Subsidiaries taken in the aggregate to such supplier for the fiscal year years ended December 31, 2022. 2010 or 2009 or the six months ended June 30, 2011 (c) Except for completions or expirations of contracts in accordance with their terms or each a “Significant Payee”). The Company has not received any information from any Significant Payee that is currently a supplier to the Company that such supplier shall not continue as otherwise set forth on Section 4.24(c) a supplier of the Company Disclosure Schedule, since January 1, 2023, no (or the Surviving Corporation or Parent) after the Closing or that such customer intends to terminate or supplier listed on Section 4.24(a) or Section 4.24(b) of materially modify existing Contracts with the Company Disclosure Schedule has notified (or the Company Surviving Corporation or any of its Subsidiaries in writing that it shall, or intends to, terminate its relationship with or stop, materially decrease the rate or volume of, or materially increase the price of buying or selling products and services from or to the Company or any of its Subsidiaries. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no material disagreement, indemnity claim, claim for damages or other dispute has been asserted by the customers or suppliers listed on Section 4.24(a) or Section 4.24(b) of the Company Disclosure Schedule, on the one hand, and the Company or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Parent true, correct and complete copies of all material written correspondence within the last three years (i) from any supplier listed on Section 4.24(b) of the Company Disclosure Schedule to the Company or any of its Subsidiaries or (ii) from the Company or any of its Subsidiaries to any such supplier, in each case of (i) and (iiParent), solely to the extent related to any proposals to purchase, acquire, sell or transfer all or any portion of equity securities or substantially all of the assets of such supplier or any of its Affiliates (excluding, for the avoidance of doubt, purchases of products from any such supplier or any of its Affiliates in the ordinary course of business) or suggesting any obligation on the part of the Company or any of its Subsidiaries to make any payment upon a change of control, merger, consolidation, business combination or other similar transaction involving the Company or any of its Subsidiaries.