Common use of Material Customers and Suppliers Clause in Contracts

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

Material Customers and Suppliers. Schedule 4.20 Section 5.24 of the Company Disclosure Letter sets forth a list correct and complete list, as of the names date of this Agreement, of (a) the top twenty (i20) third-party suppliers and service providers (by spend) of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on September 30, 2019 (each, a “Major Supplier”) and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (b) the ten top twenty (1020) largest customers (by revenue) of each of the STD Business and MED Business (taken as wholei) managed service providers, and as measured by revenue) and (ii) the ten original equipment manufacturers and (10iii) largest suppliersvalue-added resellers, vendors, alliance partners and service providers by dollar volume of each distributors of the STD Business Company and MED Business (the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended December 31on September 30, 2013 2019 (each a “Major Customer”) and (b) (i) the ten (10) largest customers amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period. Except as set forth in Section 5.24 of the STD Business and the MED Business (taken as wholeCompany Disclosure Letter, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) there has been no Material material dispute with any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, (B) there has been no termination or material modification (including any material price reduction or increase, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, and (C) the Company and the Company Subsidiaries have not received written notice from any Major Customer or Material Major Supplier, and no Major Customer that is a reseller, to the Company’s Knowledge, has received written notice from any material customer of such Major Customer, in each case, to the effect that any such Major Customer, Major Supplier has terminated or Threatened to terminate material customer of such Major Customer that is a reseller will materially and negatively alter its relationship with the Company, Newco Company or any of the Company Subsidiaries or a Sold SubsidiaryMajor Customer that is a reseller, as applicable, (B) no Material Customer or Material Supplier has will otherwise materially decreased or limitedchange its pricing terms, or, which when taken in the aggregate would reasonably be expected to be material to the Company's Knowledge, Threatened to materially decrease or limit, Company and the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Company Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handtaken as a whole.

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) Section 4.21(a) of the Company Disclosure Letter sets forth (i) a complete and correct list of (A) the ten (10) largest customers of each of the STD Business Company and MED Business (its Subsidiaries, taken as a whole, and as measured by revenue) the dollar amount of total sales by the Company and its Subsidiaries to each such customer, for the fiscal years ended January 2, 2016 and December 31, 2016 and the 9-months ended September 30, 2017 (the “Material Customers”), and (iiB) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each suppliers of the STD Business Company and MED Business (its Subsidiaries, taken as whole and a whole, as measured by revenue)the dollar amount of total sales to the Company and its Subsidiaries by each such supplier, for the twelve (12) month period fiscal years ended January 2, 2016 and December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business 2016 and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period 9-months ended November September 30, 2014 2017 (the “Material Suppliers”), and (ii) the ten amount of total sales (10A) largest suppliers, vendorsby the Company and its Subsidiaries to each Material Customer, and service providers (B) by dollar volume of each of Material Supplier to the STD Business Company and MED Business (taken its Subsidiaries, as whole and as measured by revenue)applicable, for the ten such periods. (10b) month period ended October 31Since January 1, 2014 2014: (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (Ai) no Material Customer or Material Supplier (A) has terminated or Threatened to terminate its relationship any Contract with the Company, Newco Company or a Sold Subsidiary, as applicable, any of its Subsidiaries or (B) no Material Customer notified the Company or Material Supplier has any of its Subsidiaries in writing that it is planning (whether by cancelling, terminating or materially decreased and adversely modifying any such Contract or limitedotherwise) to stop, or, to the Company's Knowledge, Threatened to or materially decrease the rate of, buying products or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco Company or a Sold Subsidiary, as applicable, any of its Subsidiaries; and (Cii) no Material Customer or Material Supplier (A) has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, terminated any Contract with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco Company or any of the Sold Subsidiaries, any announced, communicated its Subsidiaries or anticipated change in pricing or other material terms, and (EB) no Material Customer has notified the Company, Newco Company or any Sold Subsidiary of its Subsidiaries in writing that it is planning (whether by cancelling, terminating or materially and adversely modifying any such Contract or otherwise) to terminate or materially reduce its business with the Company, Newco Company or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handits Subsidiaries.

Material Customers and Suppliers. (i) Schedule 4.20 sets forth 3.2(u)(i) of the Sellers’ Disclosure Letter contains a list of the names of 10 largest suppliers (athe “Material Suppliers”) (i) the ten (10) largest customers of each of the STD Business and MED Business (Business, measured by annual expenditure by the FC Group Entities, taken as a whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period fiscal year ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and 2023. (ii) the ten (10Schedule 3.2(u)(ii) largest suppliers, vendors, and service providers by dollar volume of each of the STD Sellers’ Disclosure Letter contains a list of (A) channel partners of the Business and MED Business (B) the 10 largest customers, whether retailers, distributors or end-users (excluding channel partners of the Business) (the “Material Customers”), of the FC Group Entities, measured by annual recurring revenue, taken as whole and as measured by revenue)a whole, from each such customer, in each case for the ten (10) month period fiscal year ended October December 31, 2014 2023. (each such customer required to be listed iii) Except as set forth on Schedule 4.203.2(u)(iii) of the Sellers’ Disclosure Letter, a "Material Customer," and each such suppliersince January 1, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement 2023 (A) no Material Customer Supplier or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated adversely amended or ceased its purchasing relationship with or otherwise made any purchases materially outside decreased the amount of business done with the FC Group Entities and (B) none of the ordinary courseFC Group Entities has received any written notice, due or to a discontinuation of any product line the knowledge of the CompanyCompanies, Newco oral notice that (x) any such Material Supplier or any Material Customer plans to materially adversely amend or cease its relationship with or materially decrease the amount of business done with the FC Group Entities, including as a result of the Sold Subsidiariestransactions contemplated by this Agreement, any announced, communicated or anticipated change in pricing or other material terms, and (Ey) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Supplier has requested or intends to request a material increase in the prices to be paid by the FC Group Entities. There are no outstanding material disputes with any Material Supplier or Material Customer. To . (iv) Except as set forth on Schedule 3.2(u)(iv) of the Company's Knowledge, there is not, andSellers’ Disclosure Letter, since January 1, 20122023, there has not been, have been no Actions between any material dispute by and between the Company, Newco or any Sold SubsidiaryFC Group Entity, on the one hand, and any a Material Customer or Material Supplier, on the other hand. (v) Except as set forth on Schedule 3.2(u)(v) of the Sellers’ Disclosure Letter, (i) in the past three (3) years, no written notice has been received by any FC Group Entity of any liability arising out of any injury to any individual or property as a result of the ownership, possession or use of any product designed, manufactured, distributed, sold, leased, delivered or placed into the stream of commerce by any FC Group Entity; (ii) in the past three (3) years, no written notice has been received by any FC Group Entity of any alleged or actual material failure to meet customer specifications, breach of warranty, defect or hazard in the manufacture, design, materials or workmanship or alleged or actual material failure to warn of any of the foregoing in any product designed, manufactured, distributed, sold, leased, delivered or placed into the stream of commerce by any FC Group Entity; and (iii) in the past three (3) years, there has not been any occurrence involving any product recall relating to any product designed, manufactured, distributed, sold, leased, or delivered by any FC Group Entity.

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) (iSection 4.21(a) of the Schedules lists the ten (10) largest customers of each the Company and its Subsidiaries for (i) the fiscal year ended December 31, 2022 (determined on the basis of aggregate revenues recognized by the STD Business Company and MED Business (taken as wholeits Subsidiaries for the fiscal year), and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve nine (129) month period ended December 31ending on September 30, 2013 2023 (determined on the basis of aggregate revenues recognized by the Company and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) its Subsidiaries for the eleven nine (119) month period ended November 30, 2014 and then ended) (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of “Material Customers”). Neither the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, Company nor any Subsidiary has received any written notice from a "Material Customer," and each such supplier, vendor threatening or service provider required to be listed on Schedule 4.20indicating an intention to, a "Material Supplier"). During the twelve terminate, not renew (12) months prior to the date of this Agreement (Aextent renewable) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with materially modify the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and Contract between the Company, Newco or Company and/or any Sold Company Subsidiary, on the one hand, and such Material Customer, on the other hand, and to the Knowledge of the Company, no Material Customer intends to take any such action. Since January 1, 2022, no (i) Material Customer has materially modified or reduced, canceled or terminated its relationship with the Company or any of its Subsidiaries and (ii) material dispute exists, or has arisen, with respect to any Material Customer Customer. (b) Section 4.21(b) of the Schedules lists the ten (10) largest suppliers of the Company and its Subsidiaries for (i) the fiscal year ended December 31, 2022 (determined on the basis of aggregate purchases and/or payments made by the Company and its Subsidiaries for the fiscal year), and (ii) for the nine (9) month period ending on September 30, 2023 (determined on the basis of aggregate purchases and/or payments made by the Company and its Subsidiaries for the nine (9) month period then ended) (the “Material Suppliers”). Neither the Company nor any Subsidiary has received any written notice from a Material Supplier, threatening or indicating an intention to, terminate, not renew (to the extent renewable) or materially modify the terms of any Contract between the Company and/or any Company Subsidiary, on the one hand, and such Material Supplier, on the other hand, and to the Knowledge of the Company, no Material Supplier intends to take any such action. Since January 1, 2022, no (i) Material Supplier has materially modified or reduced, canceled or terminated its relationship with the Company or any of its Subsidiaries and (ii) material dispute exists, or has arisen, with respect to any Material Supplier.

Material Customers and Suppliers. (a) Schedule 4.20 3.21(a) of the Disclosure Schedules sets forth a list of the names of (a) (i) the ten (10) largest customers (by consolidated revenue) of the Acquired Companies (each a "Material Customer") for each of calendar year 2019 and for the STD Business six (6)-month period ended on the date of the Latest Balance Sheet, along with the amount for which each Material Customer was invoiced during such periods. To the Knowledge of the Acquired Companies, no Material Customer has ceased, or intends to cease, to use, or change in any material respect the terms or conditions under which it uses, the services and MED Business products of the Acquired Companies or has substantially reduced, or intends to substantially reduce, the use of such services or products. (taken as whole, and as measured by revenueb) and (iiSchedule 3.21(b) of the Disclosure Schedules sets forth the names of the ten (10) largest suppliers, vendors, and service providers suppliers (by dollar volume of each consolidated fees paid or payable) of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 Acquired Companies (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During ) for each of calendar year 2019 and for the twelve six (12) months prior to 6)-month period ended on the date of this Agreement (A) the Latest Balance Sheet, along with the amount for which each Material Supplier invoiced the Acquired Companies during such periods. To the Knowledge of the Acquired Companies, no Material Customer or Material Supplier has terminated ceased, or Threatened intends to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, orcease, to provide, or change in any material respect the Company's Knowledgeterms or conditions under which it provides, Threatened services or products to materially decrease the Acquired Companies, or limithas substantially reduced, or intends to substantially reduce, the provision of such services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handproducts.

Material Customers and Suppliers. Section 4.20 of the Disclosure Schedule 4.20 sets forth (a) for each of the fiscal years ended December 31, 2021, December 31, 2022 and the nine (9)-month period ended September 30, 2023, a list of the names of (a) (i) the ten (10) largest customers of each the Company and its Subsidiaries accounting for 80% of the STD Business revenue recognized by the Company and MED Business its Subsidiaries on a consolidated basis in each such period (taken as whole, and as measured by revenuethe “Material Customers”) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) month period ended December 31, 2013 and (b) the twenty (i) the ten (1020) largest customers vendors and suppliers to the Company and its Subsidiaries on a consolidated basis, based on amounts paid by the Company and its Subsidiaries from all products and services received from such supplier in the year ending December 31, 2022 and the nine (9)-month period ending September 30, 2023 (the “Material Suppliers”). Neither the Company nor any of each its Subsidiaries has received any written, or to the knowledge of the STD Business and Company, oral, indication from a Material Customer or Material Supplier to the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each effect that such customer required to be listed on Schedule 4.20may (a) reduce materially its business with the Company or its Subsidiaries from the levels achieved during the periods set forth above, a "Material Customer," or (b) materially and each such supplier, vendor adversely modify existing Contracts with the Company or service provider required to be listed on Schedule 4.20, a "Material Supplier")the Subsidiaries. During the twelve (12) months prior to Since the date of this Agreement (A) the Balance Sheet, no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco Company or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, its Subsidiaries or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line knowledge of the Company, Newco or indicated that it may do so. Neither the Company nor any of the Sold Subsidiaries, any announced, communicated or anticipated change Subsidiaries is involved in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material claim, dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and controversy with any Material Customer or Material Supplier. None of the Material Customers will have terminated its relationship with the Company or its Subsidiaries or reduced materially its business with the Company or its Subsidiaries from the levels achieved during the fiscal year ended December 31, on 2022, in each case solely as a result of moving such business to a competitor due to the other handCompany’s or its Subsidiaries’ alleged breach of its Contract with any such customer, failure to meet service levels or negligence, and neither the Company nor its Subsidiaries is and reasonably expects to be involved in any material claim, dispute or controversy with any Material Customer or Material Supplier with regard to its business due to the Company’s or its Subsidiaries’ alleged breach of its Contract with any such customer or supplier, failure to meet service levels or negligence. No customer of the Company or its Subsidiaries has any material credit memo currently in place or has been promised a material credit memo by the Company or its Subsidiaries.

Material Customers and Suppliers. Schedule 4.20 sets forth a list Section 4.22 of the names of Disclosure Schedule sets forth, (a) (i) the ten (10) fifteen largest customers of the Company and its Subsidiaries on a consolidated basis, based on revenue recognized by the Company and its Subsidiaries in each of the STD Business fiscal years ended 2019 and MED Business (taken as whole, 2020 and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve (12) three-month period ended December March 31, 2013 2021 (the “Material Customers”) and (b) (i) the ten (10) fifteen largest customers of vendors and suppliers to the Company and its Subsidiaries on a consolidated basis, based on amounts paid by the Company and its Subsidiaries from all products and services received from such supplier in each of the STD Business fiscal years ending 2019 and 2020 and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) three-month period ended November 30March 31, 2014 and 2021 (ii) the ten (10) largest suppliers“Material Suppliers”). Neither the Company nor any of its Subsidiaries has received, vendorsany written, and service providers by dollar volume of each or to the knowledge of the STD Business and MED Business (taken as whole and as measured by revenue)Company, for oral, indication from a Material Customer or Material Supplier to the ten (10) month period ended October 31, 2014 (each effect that such customer required to be listed on Schedule 4.20may (a) reduce materially its business with the Company or its Subsidiaries from the levels achieved during the periods set forth above, a "Material Customer," or (b) materially and each such supplier, vendor adversely modify existing Contracts with the Company or service provider required to be listed on Schedule 4.20, a "Material Supplier")the Subsidiaries. During the twelve (12) months prior to Since the date of this Agreement (A) the Balance Sheet, no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco Company or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, its Subsidiaries or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line knowledge of the Company, Newco or indicated that it may do so. Neither the Company nor any of the Sold Subsidiaries, any announced, communicated or anticipated change Subsidiaries is involved in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material claim, dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and controversy with any Material Customer or Material Supplier. As of the Closing Date, on (a) none of the other handfour (4) largest customers set forth above will have terminated its relationship with the Company or reduced materially its business with the Company from the levels achieved during the three-month period ended March 31, 2021 in each case solely as a result of moving such business to a competitor due to the Company’s alleged breach of its Contract with any such customer, failure to meet service levels or negligence, and (b) the Company is not and does not reasonably expect to be involved in any material claim, dispute or controversy with any such customer or supplier with regard to its business due to the Company’s alleged breach of its Contract with any such customer or supplier, failure to meet service levels or negligence.

Material Customers and Suppliers. Schedule 4.20 Section 4.23 of the Company Disclosure Schedules sets forth a list correct and complete list, as of the names date of this Agreement, of (a) (i) the ten (10) largest customers of each of the STD Business and MED Business (taken as whole, and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, top twenty third-party suppliers and service providers (by dollar volume of each spend) of the STD Business Company and MED Business (the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended December 31on April 30, 2013 2020 (each, a "Major Supplier") and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (b) the top twenty (by revenue) customers of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on April 30, 2020 (each a "Major Customer") and the amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period. Except as set forth in Section 4.23 of the Company Disclosure Schedules, (i) the ten (10) largest customers there has been no material dispute with any Major Customer, Major Supplier or material customer of each of the STD Business and the MED Business (taken as wholea Major Customer that is a reseller, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten there has been no termination or material modification (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor including any material price reduction or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiaryincrease, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier or material customer of a Major Customer that is a reseller, and (Biii) no Material the Company and the Company Subsidiaries have not received written notice from any Major Customer or Material Supplier has materially decreased or limitedMajor Supplier, orand no Major Customer that is a reseller, to the Company's Knowledge, Threatened has received written notice from any material customer of such Major Customer, in each case, to the effect that any such Major Customer, Major Supplier or material customer of such Major Customer that is a reseller will materially decrease and negatively alter its relationship with the Company or limit, any of the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco Company Subsidiaries or a Sold SubsidiaryMajor Customer that is a reseller, as applicable, (C) no Material Customer or Material Supplier has will otherwise materially changed or Threatened change its pricing terms, which when taken in the aggregate would reasonably be expected to materially change, its business relationship, pricing or terms be material to the Company and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Company Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handtaken as a whole.

Material Customers and Suppliers. Schedule 4.20 (a) Section 2.22(a) of the Disclosure Schedules sets forth a correct and complete list of the names of (a) (i) the top ten (10) largest customers of each of the STD Business Company and MED Business (its Subsidiaries, taken as a whole, and as measured by revenue) and that are group purchasing organizations, (ii) the top ten (10) largest supplierscustomers of the Company and its Subsidiaries, vendorstaken as a whole, that are managed care organizations, (iii) the top ten (10) customers of the Company and its Subsidiaries, taken as a whole, that are integrated delivery networks, and service providers (iv) the top ten (10) Persons invoiced for goods or services provided by dollar volume of each the Company and its Subsidiaries, taken as a whole (not taking into account the Persons listed on Section 2.22(a)(iv)(A) of the STD Business and MED Business (taken as whole and as measured by revenueDisclosure Schedules), for in each case of clauses (i) through (iv), based on the dollar amount of sales to such group purchasing organizations, managed care organizations or integrated delivery networks and Persons, as applicable, during the twelve (12) month period ended December 31, 2013 and 2018 (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20each, a "“Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"”). During No Material Customer has, during the last twelve (12) months prior to the date of this Agreement months, (A) no Material Customer cancelled or Material Supplier has terminated or Threatened provided written notice to terminate its relationship with the Company, Newco cancel or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limitedotherwise terminate, or, to the Company's ’s Knowledge, Threatened to materially decrease threatened that it may cancel or limitotherwise terminate, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, any of its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, Contracts with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco Company or any of its Subsidiaries or (B) provided written notice, or to the Sold Company’s Knowledge, threatened that it may materially reduce payments to, or cease doing business with, the Company or any of its Subsidiaries or otherwise change in a manner materially adverse to the Company or any of its Subsidiaries the relationship of such Person with the Company or any of its Subsidiaries. (b) Section 2.22(b) of the Disclosure Schedules sets forth a correct and complete list of the top twenty (20) suppliers of the Company and its Subsidiaries, taken as a whole, based on the dollar amount of consolidated expenditures to such suppliers during the twelve (12) month period ended December 31, 2018 (each, a “Material Supplier”). No Material Supplier has, during the last twelve (12) months, (A) cancelled or terminated or provided written notice to cancel or otherwise terminate, or, to the Company’s Knowledge, threatened that it may cancel or otherwise terminate, any announcedof its Contracts with the Company or any of its Subsidiaries or (B) provided written notice, communicated or anticipated to the Company’s Knowledge, threatened that it may materially reduce the provision of supplies to the Company or any of its Subsidiaries or otherwise change in pricing or other material terms, and (E) no Material Customer has notified a manner materially adverse to the Company, Newco Company or any Sold Subsidiary in writing that of its Subsidiaries the Company, Newco relationship of such Person with the Company or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handits Subsidiaries.

Material Customers and Suppliers. Schedule 4.20 Section 5.24 of the Company Disclosure Letter sets forth a list correct and complete list, as of the names date of this Agreement, of (a) the top fifteen (i15) third-party customers (by annual recurring revenue) of the Company and the Company Subsidiaries, taken as a whole, for the twelve-month period ended on December 31, 2022 and for the period ending on the Latest Balance Sheet Date (each, a “Major Customer”) and the amount of consideration paid to the Company and the Company Subsidiaries by each Major Customer during such period, (b) the ten top fifteen (1015) largest customers of each third-party suppliers and service providers, including co-manufacturers or co-packers (by spend) of the STD Business Company and MED Business (the Company Subsidiaries, taken as a whole, for the twelve-month period ended on December 31, 2022 and as measured for the period ending on the Latest Balance Sheet Date (each, a “Major Supplier”) and the amount of consideration paid to each Major Supplier by the Company and the Company Subsidiaries during such period and (c) the top fifteen (15) (by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business resellers and MED Business (distributors of the Company and the Company Subsidiaries, taken as whole and as measured by revenue)a whole, for the twelve (12) twelve-month period ended on December 31, 2013 2022 and for the period ending on the Latest Balance Sheet Date (beach a “Major Reseller”) (i) and the ten (10) largest customers amount of consideration paid to the Company and the Company Subsidiaries by each Major Reseller during such period. Except as set forth in Section 5.24 of the STD Business and the MED Business (taken as wholeCompany Disclosure Letter, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During during the twelve (12) months prior to the date of this Agreement (Ai) there has been no dispute with any Major Customer, Major Supplier, Major Reseller or material customer of a Major Reseller, except as would not have, individually or in the aggregate, a Company Material Customer Adverse Effect, (ii) there has been no termination or Material material modification (including any material price reduction or increase, as applicable, or failure to renew) of the business relationship between the Company and the Company Subsidiaries and any Major Customer, Major Supplier, Major Reseller or any material customer of any Major Reseller, in each case that has had a material and adverse impact on the business of the Company and the Company Subsidiaries, taken as a whole and (iii) the Company and the Company Subsidiaries have not received written notice from any Major Customer, Major Supplier has terminated or Threatened Major Reseller, in each case, to terminate the effect that any such Major Customer, Major Supplier, Major Reseller will materially and negatively alter its relationship with the Company, Newco Company or a Sold Subsidiaryany of the Company Subsidiaries, as applicable, (B) no Material Customer or Material Supplier has will otherwise materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, and adversely change its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) (iSection 4.13(a) of the Disclosure Schedules sets forth the top ten (10) largest customers of each of the STD Business and MED Business (taken as wholecollectively, and the “Material Customers”), as measured by revenuedollar amount of revenues during 2023, and the aggregate payments by such customers to the Sellers for the three (3)-month period ended on March 31, 2024. Sellers have not received any notice that any of the Material Customers (i) and has ceased, materially changed the terms (whether related to payment, price or otherwise) with respect to, or materially decreased the rate of, or stated in writing that, prior to or following the Closing, it intends to cease, materially change the terms (whether related to payment, price or otherwise) with respect to, or materially decrease the rate of, purchasing materials, products or services from any Seller, (ii) has any quality issues with respect to the materials, product or services provided by Sellers or (iii) is involved in any dispute with any Seller Party. There has not been any material interruption or impairment with respect to any Seller’s sales or distribution channels, including any material interruption or impairment with respect to any relationship with any Material Customer of any Seller. (b) Section 4.13(b) of the Disclosure Schedules sets forth the top ten (10) largest suppliers, vendors, and service providers by dollar volume of each suppliers of the STD Business and MED Business (taken as whole and collectively, the “Material Suppliers”), as measured by revenue)cost of materials or services purchased during such period, and the aggregate payments by Sellers to such suppliers for the twelve (12) month 12)-month period ended December 31, 2013 and (b) on the Balance Sheet Date. No Seller has received any notice that any of the Material Suppliers (i) has ceased, materially changed the ten terms (10whether related to payment, price or otherwise) largest customers of each of with respect to, or materially decreased the STD Business and rate of, or stated in writing that, prior to or following the MED Business Closing, it intends to cease, materially change the terms (taken as wholewhether related to payment, and as measured by revenueprice or otherwise) for with respect to, or materially decrease the eleven (11) month period ended November 30rate of, 2014 and supplying materials, products or services to any Seller, (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior has any quality issues with respect to the date of this Agreement materials, product or services provided to Sellers or (Aiii) no Material Customer is involved in any dispute with any Seller. There has not been any material interruption or impairment with respect to any Seller’s supply chain, including any material interruption or impairment with respect to any relationship with any Material Supplier has terminated or Threatened to terminate its relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other handSeller.

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) Schedule 5.13(a)(i) lists the twenty (20) largest customers (including distributors) of the Acquired Companies (measured by revenues) for each of the calendar years 2017 and 2016. Except as set forth on Schedule 5.13(a)(ii), since January 1, 2017, neither Seller Parent nor any of its Subsidiaries has, as of the date of this Agreement, received from any customer (including distributors) listed or required to be listed on Schedule 5.13(a)(i) a written notice expressly stating that such customer intends to terminate or change materially, in a manner adverse to the Acquired Companies, its relationship with the Acquired Companies (excluding any routine written communications from such a customer seeking or stating its intent to seek a reduction in the price it pays for the products it acquires from the Acquired Companies). (b) Schedule 5.13(b)(i) lists the twenty (20) largest suppliers of the Acquired Companies (measured by aggregate amounts paid or payable by the Acquired Companies) for each of the calendar years 2017 and 2016. Except as set forth on Schedule 5.13(b)(ii), since January 1, 2017, neither Seller Parent nor any of its Subsidiaries has, as of the date of this Agreement, received from any supplier listed or required to be listed on Schedule 5.13(b)(i) a written notice expressly stating that such supplier intends to terminate or change materially, in a manner adverse to the Acquired Companies, its relationship with the Acquired Companies (excluding any routine written communications from such a supplier seeking or stating its intent to seek an increase in the price it receives for the products it sells to the Acquired Companies). (c) Schedule 5.13(c) lists, as of the date hereof, (i) the ten (10) largest customers of each those suppliers of the STD Acquired Companies that are the sole source of the Acquired Company for products or services which are critical to the operation of the Business and MED Business which cannot be replaced with similar products that are otherwise generally available from other suppliers (taken as whole, subject to the performance of appropriate supplier and as measured by revenueproduct qualification procedures) and (ii) the ten (10) largest suppliersrelated products or services for which such suppliers are the sole source. Except as set forth on Schedule 5.13(c), vendorssince January 1, and service providers by dollar volume 2017, neither Seller Parent nor any of each its Subsidiaries has, as of the STD Business and MED Business (taken as whole and as measured by revenue)date of this Agreement, for the twelve (12) month period ended December 31, 2013 and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer received from any supplier listed or required to be listed on Schedule 4.205.13(c) a written notice expressly stating that such supplier intends to terminate or change materially, in a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior manner adverse to the date of this Agreement (A) no Material Customer or Material Supplier has terminated or Threatened to terminate Acquired Companies, its relationship with the Company, Newco Acquired Companies (excluding any routine written communications from such a supplier seeking or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, stating its intent to seek an increase in the price it receives for the products it sells to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead timesAcquired Companies), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

Material Customers and Suppliers. Schedule 4.20 (a) Section 3.23(a) of the Seller Disclosure Letter sets forth a correct and complete list of the names of (a) (i) the ten (10) largest customers of each the Business Group (the “Material Customers”), determined on a consolidated basis based on the amount of net sales made by the STD Business Group thereto, for the fiscal year ended December 31, 2022 and MED Business for the 9-month period ended September 30, 2023 (taken as wholeand lists the net sales for each), and as measured by revenue) and (ii) (A) the ten twenty (1020) largest supplierssuppliers of products and services to the Business Group, vendors, and service providers determined on a consolidated basis based on the amount of gross purchases made by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue)Group therefrom, for the twelve (12) month period fiscal year ended December 31, 2013 2022 and for the 9-month period ended September 30, 2023 (and lists the gross purchases for each) (the “Material Suppliers”). (b) Except as set forth on Section 3.23(b) of the Seller Disclosure Letter, (i) the ten (10) largest all Material Customers continue to be customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and Group Companies; (ii) the ten (10) largest suppliersno Business Group Member has received any written or, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date Knowledge of this Agreement Seller, oral notice, nor do the Business Group Members have any Knowledge, that any Material Customer (A) no Material Customer has ceased or Material Supplier has terminated intends to cease or Threatened to terminate its relationship with otherwise materially reduce the Companyvolume, Newco frequency or a Sold Subsidiaryrate of buying materials, as applicableproducts or services (or reduce the price or purchase thereof) from the Group Companies, (B) materially change the terms of its relationship or business with the Group Companies, or (C) is threatened with bankruptcy or insolvency; and (iii) no Group Company is involved in any claim, dispute or controversy with any Material Customer or Customer. (c) Except as set forth on Section 3.23(c) of the Seller Disclosure Letter, (i) all Material Supplier Suppliers continue to be suppliers of the Group Companies; (ii) no Business Group Member has materially decreased or limited, received any written or, to the Company's Knowledge of Seller, or notice, nor do the Business Group Members have any Knowledge, Threatened that any Material Supplier (A) has ceased or intends to cease or otherwise materially decrease reduce the volume, frequency or limitrate of supplying materials, the products or services (including lead times)or increase the price thereof) to the Group Companies, supplies (B) materially change the terms of its relationship or materials supplied to business with the Group Companies, or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer is threatened with bankruptcy or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms insolvency; and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (Diii) no Material Customer has materially accelerated its purchasing Group Company is involved in any claim, dispute or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of controversy with any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and between the Company, Newco or any Sold Subsidiary, on the one hand, and any Material Customer or Material Supplier, on the other hand.

Material Customers and Suppliers. (a) Schedule 4.20 3.11(a) of the Seller Disclosure Letter sets forth a true and complete list for the twelve (12) months ended September 30, 2020 of the names of (a) (i) the ten (10) largest customers of each or distributors of the STD Business and MED Business (taken as wholeBusiness, and as measured by revenuethe revenues earned by Seller and its Subsidiaries, on a consolidated basis, during such twelve (12) month period (each, a “Material Customer”). (b) Schedule 3.11(b) of the Seller Disclosure Letter sets forth a true and complete list for the twelve (ii12) months ended September 30, 2020 of the ten (10) largest suppliers, vendors, and service providers by dollar volume of each suppliers of the STD Business and MED Business (taken as whole and as Business, measured by revenue)the expenditures of Seller and its Subsidiaries, for the on a consolidated basis, during such twelve (12) month period ended December 31(each, 2013 and a “Material Supplier”). (bc) No Material Customer or Material Supplier has given Seller or any of its Subsidiaries written notice that such Person intends to or, to Seller’s Knowledge, has otherwise threatened to, terminate its arrangements with respect to the Business or reduce or become unable for any reason to maintain the volume of business transacted with respect to the Business by more than twenty-five percent (25%) (other than reductions in volume as a result of project completions or as contemplated by any Contract) or otherwise materially alter its business relationship with the Business. None of Seller or its Subsidiaries has received written notice from any Material Customer or Material Supplier of any material problem or dispute with Seller or any of its Subsidiaries. To Seller’s Knowledge, (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) for the eleven (11) month period ended November 30, 2014 and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, a "Material Customer," and each such supplier, vendor or service provider required to be listed on Schedule 4.20, a "Material Supplier"). During the twelve (12) months prior to the date of this Agreement (A) no Material Customer or Material Supplier has terminated is or Threatened is currently contemplated to terminate its become the subject of any voluntary or involuntary bankruptcy, solvency or other similar proceedings and (ii) as of the date of this Agreement, the Transactions, including the Contribution, will not adversely affect the relationship with the Company, Newco or a Sold Subsidiary, as applicable, (B) no of any Material Customer or Material Supplier has materially decreased with the Business or limited, or, the Company (after giving effect to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead timesContribution), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, except in each case as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is would not, andindividually or in the aggregate, since January 1, 2012, there has not been, any reasonably be expected to be material dispute by and between adverse to the Company, Newco Company (after giving effect to the Contribution) or any Sold Subsidiary, on to the one hand, and any Material Customer or Material Supplier, on the other handBusiness.

Material Customers and Suppliers. Schedule 4.20 sets forth a list of the names of (a) (i) Section 4.21(a) of the Schedules lists the ten (10) largest customers of each the Company and its Subsidiaries for (i) the fiscal year ended December 31, 2022 (determined on the basis of aggregate revenues recognized by the STD Business Company and MED Business (taken as wholeits Subsidiaries for the fiscal year), and as measured by revenue) and (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of the STD Business and MED Business (taken as whole and as measured by revenue), for the twelve nine (129) month period ended December 31ending on September 30, 2013 2023 (determined on the basis of aggregate revenues recognized by the Company and (b) (i) the ten (10) largest customers of each of the STD Business and the MED Business (taken as whole, and as measured by revenue) its Subsidiaries for the eleven nine (119) month period ended November 30, 2014 and then ended) (ii) the ten (10) largest suppliers, vendors, and service providers by dollar volume of each of “Material Customers”). Neither the STD Business and MED Business (taken as whole and as measured by revenue), for the ten (10) month period ended October 31, 2014 (each such customer required to be listed on Schedule 4.20, Company nor any Subsidiary has received any written notice from a "Material Customer," and each such supplier, vendor threatening or service provider required to be listed on Schedule 4.20indicating an intention to, a "Material Supplier"). During the twelve terminate, not renew (12) months prior to the date of this Agreement (Aextent renewable) no Material Customer or Material Supplier has terminated or Threatened to terminate its relationship with materially modify the Company, Newco or a Sold Subsidiary, as applicable, (B) no Material Customer or Material Supplier has materially decreased or limited, or, to the Company's Knowledge, Threatened to materially decrease or limit, the services (including lead times), supplies or materials supplied to or purchased from the Company, Newco or a Sold Subsidiary, as applicable, (C) no Material Customer or Material Supplier has materially changed or Threatened to materially change, its business relationship, pricing or terms and conditions of purchase or sale, as the case may be, with the Company, Newco or any Sold Subsidiary, (D) no Material Customer has materially accelerated its purchasing or otherwise made any purchases materially outside of the ordinary course, due to a discontinuation of any product line of the Company, Newco or any of the Sold Subsidiaries, any announced, communicated or anticipated change in pricing or other material terms, and (E) no Material Customer has notified the Company, Newco or any Sold Subsidiary in writing that the Company, Newco or any Sold Subsidiary is required to re-qualify under any customer program of any Material Customer. To the Company's Knowledge, there is not, and, since January 1, 2012, there has not been, any material dispute by and Contract between the Company, Newco or Company and/or any Sold Company Subsidiary, on the one hand, and such Material Customer, on the other hand, and to the Knowledge of the Company, no Material Customer intends to take any such action. Since January 1, 2022, no (i) Material Customer has materially modified or reduced, canceled or terminated its relationship with the Company or any of its Subsidiaries and (ii) material dispute exists, or has arisen, with respect to any Material Customer Customer. (ii) Section 4.21(b) of the Schedules lists the ten (10) largest suppliers of the Company and its Subsidiaries for (i) the fiscal year ended December 31, 2022 (determined on the basis of aggregate purchases and/or payments made by the Company and its Subsidiaries for the fiscal year), and (ii) for the nine (9) month period ending on September 30, 2023 (determined on the basis of aggregate purchases and/or payments made by the Company and its Subsidiaries for the nine (9) month period then ended) (the “Material Suppliers”). Neither the Company nor any Subsidiary has received any written notice from a Material Supplier, threatening or indicating an intention to, terminate, not renew (to the extent renewable) or materially modify the terms of any Contract between the Company and/or any Company Subsidiary, on the one hand, and such Material Supplier, on the other hand, and to the Knowledge of the Company, no Material Supplier intends to take any such action. Since January 1, 2022, no (i) Material Supplier has materially modified or reduced, canceled or terminated its relationship with the Company or any of its Subsidiaries and (ii) material dispute exists, or has arisen, with respect to any Material Supplier.