Common use of Principal Customers and Suppliers Clause in Contracts

Principal Customers and Suppliers. (a) Schedule 4.27(a) contains a true and complete list of the ---------------- name and address of each customer that is a party to a Contract or which is among the ten largest customers of the Company and any Subsidiary as measured by the Company's and each Subsidiary's consolidated sales of goods or services during the twelve months ended on July 31, 1999. In the last 12 months, no such customer (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has advised the Company or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. (b) Schedule 4.27(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary purchased a material portion of the Company's and any Subsidiary's consolidated purchases of goods or services during the twelve months ended on July 31, 1999. In the last 12 months, no such supplier (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has advised the Company or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There are no current restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated restrictions, on the supply of goods and services to the Company or any Subsidiary that have, or will have, a Material Adverse Effect.

Principal Customers and Suppliers. (a) Schedule 4.27(a4.26(a) contains a true and complete list of the ---------------- name names and address addresses of each customer that is a party to a Contract or which is among the ten largest customers of the Company and any Subsidiary Seller, as measured by the Company's and each Subsidiary's consolidated Seller’s sales of goods or services during the twelve months two-year period ended on July August 31, 19992005. In Except as set forth on Schedule 4.26(a), in the last 12 twelve months, no such customer (i) has canceledcancelled, suspended or otherwise terminated its relationship with the Company or any SubsidiarySeller, (ii) has advised the Company or any Subsidiary Seller of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any SubsidiarySeller, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products pays for goods or services from the Company or any SubsidiarySeller, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any SubsidiarySeller, to materially decrease suspend or terminate its purchases from the Company or any Subsidiary reimbursement to Seller or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. (b) Schedule 4.27(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary purchased a material portion of the Company's and any Subsidiary's consolidated purchases of pays for goods or services during the twelve months ended on July 31, 1999. In the last 12 months, no such supplier (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has advised the Company or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary from Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There Subject to the receipt of all applicable consents, approvals, and authorizations described in Schedule 4.22, and except as described on Schedule 4.26(a), Seller has maintained and continues to maintain good relationships with its customers and there is no reason to believe that such relationships will deteriorate or suffer any adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the consummation of the transactions contemplated by this Agreement or the Collateral Agreements, provided the business of Seller continues to be conducted in substantially the same manner as heretofore. (b) Schedule 4.26(b) contains a true and complete list of the ten largest suppliers of Seller as measured by Seller’s purchases of goods or services during the two-year period ended on August 31, 2005. No such supplier (i) has cancelled, suspended or otherwise terminated its relationship with Seller, (ii) has advised Seller of its intention to cancel, suspend or otherwise terminate its relationship with Seller, to increase its pricing for Seller, to curtail its accommodations, sales or services to Seller or to materially and adversely change the terms upon which it sells products to Seller, or (iii) subject to the receipt of all applicable consents, approvals, and authorizations described in Schedule 4.22, could reasonably be expected to cancel, suspend or terminate its relationship with Seller, to increase its pricing for Seller, to curtail its accommodations, sales or services to Seller or to materially and adversely change the terms upon which it sells products to Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. To Seller’s knowledge, there are no current restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated restrictions, on the supply of goods and services to Seller. Seller has maintained and continues to maintain good relationships with its suppliers and there is no reason to believe that such relationships will deteriorate or suffer any adverse changes in the Company or any Subsidiary that haveforeseeable future (other than as a result of conditions affecting the industry generally), or will haveincluding, without limitation, as a Material Adverse Effectresult of the consummation of the transactions contemplated by this Agreement, provided the business of Seller continues to be conducted in substantially the same manner as heretofore, and subject to the receipt of all applicable consents, approvals, and authorizations described in Schedule 4.22.

Principal Customers and Suppliers. (a) Schedule 4.27(a3.27(a) contains a true and complete list of the ---------------- name and address of each customer that is a party to a Contract or which is among the ten largest customers of the Company and any Subsidiary Seller as measured by the Companysuch Seller's and each Subsidiary's consolidated sales of goods or services during the twelve months ended on July December 31, 1999. In the last 12 six months, no such customer (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiarysuch Seller, (ii) has advised the Company or any Subsidiary such Seller of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiarysuch Seller, to materially decrease its purchases from the Company or any Subsidiary such Seller or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiarysuch Seller, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiarysuch Seller, to materially decrease its purchases from the Company or any Subsidiary such Seller or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary such Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. (b) Schedule 4.27(b3.27(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary Seller purchased a material portion of the Companysuch Seller's and any Subsidiary's consolidated purchases of goods or services during the twelve months ended on July December 31, 1999. In the last 12 six months, no such supplier (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiarysuch Seller, (ii) has advised the Company or any Subsidiary such Seller of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiarysuch Seller, to materially increase its pricing for the Company or any Subsidiarysuch Seller, to materially curtail its accommodations, sales or services to the Company or any Subsidiary such Seller or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiarysuch Seller, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiarysuch Seller, to materially increase its pricing for the Company or any Subsidiarysuch Seller, to materially curtail its accommodations, sales or services to the Company or any Subsidiary such Seller or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary such Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There are no current restrictions or, to the Sellers' knowledge without inquiry or investigation knowledge, threatened or reasonably anticipated restrictions, on the supply of goods and services to the Company or any Subsidiary Seller that have, or will could reasonably be expected to have, a Material Adverse Effect.

Principal Customers and Suppliers. (a) Section 4.13(a) of the Disclosure Schedule 4.27(a) contains a true and complete list of the ---------------- name names and address addresses of each customer that is a party to a Contract or which is among the ten (10) largest customers of the Company and any Subsidiary Business, as measured by the Company's and each Subsidiary's consolidated Business’ sales of goods or services during the twelve months one (1)-year period ended on July 31September 30, 19992019. In the last 12 twelve (12) months, no such customer (i) has canceled, suspended cancelled or otherwise terminated its relationship with the Company Seller or any Subsidiary, (ii) has advised the Company or any Subsidiary Seller in writing of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any SubsidiarySeller, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products pays for goods or services from the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwiseSeller. (b) Section 4.13(b) of the Disclosure Schedule 4.27(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary purchased a material portion ten (10) largest suppliers of the Company's and any Subsidiary's consolidated Business, as measured by the Business’ purchases of goods or services during the twelve months one (1)-year period ended on July 31September 30, 19992019. In the last 12 months, no No such supplier (i) has canceledcancelled, suspended or otherwise terminated its such relationship with the Company Seller or any Subsidiary, (ii) has advised the Company or any Subsidiary Seller of its intention to cancel, suspend or otherwise terminate its such relationship with the Company or any SubsidiarySeller, to materially increase its pricing for goods and services supplied to the Company or any SubsidiaryBusiness, to materially curtail its accommodations, sales or services to the Company or any Subsidiary Business or to materially and adversely change the terms upon which it sells products to Seller. Except as set forth in Section 4.13(b) of the Company or any SubsidiaryDisclosure Schedule, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancelof Seller, suspend or terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There there are no current material restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated material restrictions, on the supply of goods and services to the Company Business. At no time during the one (1)-year period ended on September 30, 2019 (A) have the sales or other business operations of Seller primarily related to the Business been materially and adversely affected by shortages or availability of goods or services necessary to sell the Business Products, or (B) have there been any material defaults or failures to perform under any supply agreements or contracts or any Subsidiary that have, or will have, a Material Adverse Effectmaterial disputes with any supplier listed in Section 4.13(b) of the Disclosure Schedule.

Principal Customers and Suppliers. (a) Schedule 4.27(a4.26(a) contains a true and complete list of the ---------------- name names and address addresses of each customer that is a party to a Contract or which is among the ten fifteen largest customers of the Company and any Subsidiary Business, as measured by the Company's and each Subsidiary's consolidated Business’ sales of goods or services during the twelve months two (2)-year period ended on July December 31, 19992011. In the last 12 twelve (12) months, no such customer (i) has canceledcancelled, suspended or otherwise terminated its relationship with the Company or any the Transferring Subsidiary, (ii) has advised the Company or any the Transferring Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any the Transferring Subsidiary, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products pays for goods or services from the Company or any the Transferring Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any the Transferring Subsidiary, to materially decrease suspend or terminate its purchases from reimbursement to the Company or any the Transferring Subsidiary or to materially and adversely change the terms upon which it purchases products pays for goods or services from the Company or any the Transferring Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. The Transferring Subsidiary and, with respect to the Business, the Company, have maintained and continue to maintain good relationships with their customers and there is no reason to believe that such relationships will deteriorate or suffer any adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the consummation of the transactions contemplated by this Agreement or the Collateral Agreements; provided that the Business continues to be conducted in substantially the same manner as heretofore conducted. (b) Schedule 4.27(b4.26(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary purchased a material portion ten largest suppliers of the Company's and any Subsidiary's consolidated Business as measured by the Business’ purchases of goods or services during the twelve months two (2)-year period ended on July December 31, 19992011. In the last 12 months, no No such supplier (i) has canceledcancelled, suspended or otherwise terminated its such relationship with the Company or any the Transferring Subsidiary, (ii) has advised the Company or any the Transferring Subsidiary of its intention to cancel, suspend or otherwise terminate its such relationship with the Company or any the Transferring Subsidiary, to materially increase its pricing for goods and services supplied to the Company or any SubsidiaryBusiness, to materially curtail its accommodations, sales or services to the Company or any Subsidiary Business or to materially and adversely change the terms upon which it sells products to the Company or any the Transferring Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any the Transferring Subsidiary, to materially increase its pricing for goods and services supplied to the Company or any SubsidiaryBusiness, to materially curtail its accommodations, sales or services to the Company or any Subsidiary Business or to materially and adversely change the terms upon which it sells products to the Company or any the Transferring Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There To the Knowledge of the Company or the Transferring Subsidiary, there are no current restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated restrictions, on the supply of goods and services to the Company Business. At no time during the two (2) years prior to the Balance Sheet Date (x) have the sales or other business operations of the Transferring Subsidiary or, in connection with the Business, the Company, been materially and adversely affected by shortages or availability of goods or services necessary to sell the products presently sold by the Transferring Subsidiary or, in connection with the Business, the Company, or (y) have there been any defaults or failures to perform under any supply agreements or contracts or any disputes with any supplier listed on Schedule 4.26(b). The Transferring Subsidiary and, in connection with the Business, the Company, have maintained and continue to maintain good relationships with their suppliers and there is no reason to believe that havesuch relationships will deteriorate or suffer any adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), or will haveincluding, without limitation, as a Material Adverse Effectresult of the consummation of the transactions contemplated by this Agreement; provided that the Business continues to be conducted in substantially the same manner as heretofore conducted.

Principal Customers and Suppliers. (a) Schedule 4.27(aSection 3.18(a)(i) of the Disclosure Schedules contains a true and complete list of the ---------------- name and address of each customer that is a party to a Contract or which is among the ten largest customers names of the Company and any Subsidiary fifteen (15) largest customers, as measured by the Company's and each Subsidiary's consolidated sales of goods or services revenue received from such customers during the twelve months ended November 30, 2017 (the customers listed on July 31Section 3.18(a)(i) of the Disclosure Schedule shall be referred to herein as a “Material Customer”). Except as set forth on Section 3.18(a)(ii) of the Disclosure Schedules, 1999. In in the last 12 twelve months, no such customer Material Customer (i) has canceledcancelled, suspended suspended, materially modified or otherwise terminated its relationship with the Company Group, or any Subsidiary, (ii) has advised notified the Company or any Subsidiary Group of its intention to cancel, suspend suspend, materially modify or otherwise terminate its relationship with the Company or any Subsidiary, to materially decrease its purchases from the Company or any Subsidiary Group or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwiseGroup. (b) Schedule 4.27(bSection 3.18(b)(i) of the Disclosure Schedules contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the names and addresses of the ten (10) largest suppliers, as measured by the Company or any Subsidiary purchased a material portion of the Company's and any Subsidiary's consolidated Group’s purchases of goods products or services during the twelve months ended November 30, 2017 (the suppliers listed on July 31Section 3.18(b)(i) of the Disclosure Schedules shall be referred to herein as a “Material Supplier.”) Except as set forth on Section 3.18(b)(i) of the Disclosure Schedules, 1999. In in the last 12 twelve months, no such supplier Material Supplier (i) has canceledcancelled, suspended suspended, materially modified, or otherwise terminated its relationship with the Company Group, or any Subsidiary, (ii) has advised notified the Company or any Subsidiary Group of its intention to cancel, suspend suspend, materially modify or otherwise terminate its relationship with the Company or any SubsidiaryGroup, to materially increase its pricing for the Company or any SubsidiaryGroup, to materially curtail its accommodations, sales or services to the Company or any Subsidiary Group or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwiseGroup. There are no current restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated restrictions, on the supply of goods products and services to the Company Group. At no time during the two years prior to the date hereof have the sales or any Subsidiary that have, other business operations of the Company Group been materially and adversely affected by shortages or will have, a Material Adverse Effectavailability of products or services necessary to sell the products presently sold by the Company Group.

Principal Customers and Suppliers. (a) Schedule 4.27(aSCHEDULE 4.26(a) contains a true and complete list of the ---------------- name names and address of each customer that is a party to a Contract or which is among the ten largest customers addresses of the Company and any Subsidiary twenty largest Payors of Seller, as measured by the CompanySeller's charges, less discounts during each of calendar years 2002 and each Subsidiary's consolidated sales of goods or services during the twelve months ended 2003 and year-to-date through June 22, 2004. Except as set forth on July 31SCHEDULE 4.26(a), 1999. In in the last 12 twelve months, no such customer Payor (i) has canceledcancelled, suspended or otherwise terminated its relationship with the Company or any SubsidiarySeller, (ii) has advised the Company or any Subsidiary Seller of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any SubsidiarySeller, to materially decrease its purchases from the Company or any Subsidiary or to materially and adversely change the terms upon which it purchases products pays for goods or services from the Company or any SubsidiarySeller, or (iii) to the Sellers' knowledge without inquiry or investigation, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any SubsidiarySeller, to materially decrease suspend or terminate its purchases from the Company or any Subsidiary reimbursement to Seller or to materially and adversely change the terms upon which it purchases products from the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. (b) Schedule 4.27(b) contains a true and complete list of each ---------------- supplier that is a party to a Contract or from whom the Company or any Subsidiary purchased a material portion of the Company's and any Subsidiary's consolidated purchases of pays for goods or services during the twelve months ended on July 31, 1999. In the last 12 months, no such supplier (i) has canceled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has advised the Company or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) to the Sellers' knowledge without inquiry or investigation could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to materially increase its pricing for the Company or any Subsidiary, to materially curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary from Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. There Subject to the receipt of all applicable consents, approvals, and authorizations described in SCHEDULE 4.22, and except as described on SCHEDULE 4.26(a), Seller has maintained and continues to maintain good relationships with its Payors and Seller is not aware of any reason that such relationships will suffer any material adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the consummation of the transactions contemplated by this Agreement or the Collateral Agreements, provided the business of Seller continues to be conducted in substantially the same manner as heretofore. (b) SCHEDULE 4.26(b) contains a true and complete list of the ten largest suppliers of Seller as measured by Seller's purchases of goods or services during each of calendar years 2002 and 2003 and year-to-date through June 22, 2004. No such supplier (i) has cancelled, suspended or otherwise terminated its relationship with Seller, (ii) has advised Seller of its intention to cancel, suspend or otherwise terminate its relationship with Seller, to increase its pricing for Seller, to curtail its accommodations, sales or services to Seller or to materially and adversely change the terms upon which it sells products to Seller, or (iii) subject to the receipt of all applicable consents, approvals, and authorizations described in SCHEDULE 4.22, could reasonably be expected to cancel, suspend or terminate its relationship with Seller, to increase its pricing for Seller, to curtail its accommodations, sales or services to Seller or to materially and adversely change the terms upon which it sells products to Seller as a result of the consummation of the transactions contemplated by this Agreement or otherwise. To Seller's knowledge, there are no current restrictions or, to the Sellers' knowledge without inquiry or investigation threatened or reasonably anticipated restrictions, on the supply of goods and services to Seller. Except as disclosed in the Company Financial Statements, at no time during the two years prior to the Balance Sheet Date (x) have the sales or other business operations of Seller been materially and adversely affected by shortages or availability of goods or services necessary to sell the products presently sold by Seller, or (y) have there been any defaults or failures to perform under any supply agreements or contracts or any Subsidiary disputes with any supplier listed on SCHEDULE 4.26(b). The Seller has maintained and continues to maintain good relationships with its suppliers and Seller has no knowledge that haveany supplier intends to materially adversely change its relationship with Seller in the foreseeable future (other than as a result of conditions affecting the industry generally), or will haveincluding, without limitation, as a Material Adverse Effectresult of the consummation of the transactions contemplated by this Agreement, provided the business of Seller continues to be conducted in substantially the same manner as heretofore, and subject to the receipt of all applicable consents, approvals, and authorizations described in SCHEDULE 4.22.