Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.

Customers and Suppliers. Except as set The Customers and Suppliers Schedule attached hereto sets forth in the Disclosure Memorandum with specific reference to this Section, as (a) a list of the date hereofCompany’s and its Subsidiaries’ ten largest customers for the twelve-month period ended June 30, no 2013, and sets forth opposite the name of each such customer which individually accounted for more than 1% the percentage of consolidated gross revenues attributable to such customer and (b) a list of the gross revenues Company’s and its Subsidiaries’ material suppliers, which includes (but is not limited to) (i) sponsoring banks, (ii) Card Associations and (iii) key providers of software or other services used by the Company and all its Subsidiaries during in connection with the 12 month period preceding operation of their respective businesses. Since December 30, 2012, neither the date hereofCompany nor any of its Subsidiaries has received any oral or written notice from any such customer to the effect that, and no supplier of neither the Company and all nor any of its SubsidiariesSubsidiaries has any Knowledge that, has canceled or otherwise terminatedany such customer will stop, decrease the rate of, or made any written threat change the terms (whether related to payment, price or otherwise) with respect to, buying products and/or services from the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all of its Subsidiaries in the case (whether as a result of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyhereby or otherwise). Since December 30, its relationship with the Company and all Subsidiaries2012, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither neither the Company nor any Subsidiary of its Subsidiaries has breachedreceived any oral or written notice from any such supplier to the effect that, so as and neither the Company nor any of its Subsidiaries has any Knowledge that, any such suppler will stop, decrease the rate of, or change the terms (whether related to provide a benefit payment, price or otherwise) with respect to, supplying materials, products or services to the Company or any Subsidiary that was not intended by of its Subsidiaries (whether as a result of the parties, any agreement with, consummation of the transactions contemplated hereby or engaged in any fraudulent conduct with respect to, any customer otherwise). There are no suppliers of products or supplier of services to the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries that are material to the Company’s business with respect to which practical alternative sources of supply are not generally available on comparable terms and summaries of conditions in the results of such auditsmarketplace.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as Section 4.17(a) of the date hereof, no customer which individually accounted for more than 1% Seller’s Disclosure Schedule sets forth a complete and accurate list of the gross revenues current customers (other than customers of spot sales of less than one year) of the Company and all its Subsidiaries during (the 12 month period preceding the date hereof, and no supplier “Company Customers”). Section 4.17(b) of the Company Seller’s Disclosure Schedule sets forth a complete and all its Subsidiaries, has canceled accurate list of each supplier (i) that constitutes a sole or otherwise terminated, or made any written threat primary source of supply to the Company or any Subsidiary of its Subsidiaries, (ii) to cancel which the Company or its Subsidiaries made payments in excess of $100,000 during the year ended December 31, 2013, or (iii) that is otherwise material to the operation of the Company’s business (the “Company Material Suppliers”). The Company’s and its Subsidiaries’ relationships with each of the Company Customers and Company Material Suppliers are good commercial working relationships. Section 4.17(c) of the Seller’s Disclosure Schedule sets forth a list, to the Knowledge of the Seller, of each supplier (i) that constitutes a sole or primary source of supply to the Contractors with respect to the Mining Operations, (ii) to which the Contractors made payments in excess of $100,000 during the year ended December 31, 2013 with respect to the Mining Operations, or (iii) that is otherwise material to the Mining Operations (the “Contractor Material Suppliers”). Except as indicated in Section 4.17(d) of the Seller’s Disclosure Schedule, no Company Customer or Company Material Supplier has canceled, terminated or otherwise terminatematerially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Company or any Subsidiaryof its Subsidiaries, or has at any time on or after July 3, 1998 decreased materially its services or supplies to and neither the Company and all nor any of its Subsidiaries in the case of has received notice that any Company Customer might take such supplier, action or limit its usage of the services purchases from or products of the Company and all its Subsidiaries in the case of any such customer, and sales to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, either as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% a result of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyby this Agreement and the Ancillary Agreements or otherwise. To the Knowledge of the Seller, the Contractors’ relationships with each of the Contractor Material Suppliers are good commercial working relationships. To the Knowledge of the Seller, no Contractor Material Supplier has canceled, terminated or otherwise materially and adversely modified, or threatened to cancel, terminate or otherwise materially and adversely modify, its relationship with the Company and all SubsidiariesContractors, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of has received notice that any Contractor Material Supplier might take such auditsaction or limit its sales to such Contractor.

Customers and Suppliers. Section 5.19(a) of the Disclosure Schedule sets forth (i) a list of ILG’s and its Subsidiaries’ top twenty (20) customers (by gross revenues generated from sales to such customers) on a combined basis (“ILG Top Customer”), and (ii) a list of ILG’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ILG Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 5.19(b) of the Disclosure Memorandum with specific reference to this SectionSchedule, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier 2017: (i) no ILG Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ILG or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ILG’s Knowledge, no ILG Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ILG and its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ILG and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ILG’s Knowledge, no ILG Top Customer is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. Since January 1, 2017, none of the Company ILG Top Customers of ILG or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ILG and its Subsidiaries in any material respects. ILG and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ILG Top Customer with respect to the supply of products or services by ILG and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 5.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ILG Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ILG and its Subsidiaries, (ii) ILG and its Subsidiaries have not received written notice that any ILG Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ILG and its Subsidiaries and summaries (iii) to ILG’s Knowledge, no ILG Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. ILG and its Subsidiaries are not, and since January 1, 2017 have not been, engaged in any material dispute or controversy with any ILG Top Supplier with respect to the supply of materials, products or services to ILG and its Subsidiaries where the results amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of such auditswarranty claims, in each case in the ordinary course of business).

Customers and Suppliers. Section 3.22 of the Company Disclosure Schedule sets forth a true and complete list of (a) the ten (10) largest customers (by revenue) and five (5) largest suppliers (by expenditure) of the business of the Company and its Subsidiaries during the 2018 fiscal year, (b) the revenue attributed to such customers or spent with such suppliers in such fiscal year, and (c) all dealers that provide installation services for or on behalf of the business of the Company and its Subsidiaries in Israel during each of the 2018 and 2017 fiscal years and the number of units installed by, and the aggregate amount paid to, each such dealer in each such fiscal year (collectively, the “Subject Company Customers, Suppliers and Dealers”). Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues Section 3.22 of the Company and all its Subsidiaries during the 12 month period preceding the date hereofDisclosure Schedule, and no supplier none of the Company Subject Customers, Suppliers and all its SubsidiariesDealers: (i) has terminated or, has canceled or otherwise terminated, or made any written threat to the Company Knowledge of the Company, threatened, either in writing or any Subsidiary orally, to cancel terminate or otherwise terminate, not to renew or extend its relationship with the Company or any Subsidiaryof its Subsidiaries; (ii) has notified the Company or any of its Subsidiaries, either in writing or orally, that it intends to adversely modify its relationship with, or has at any time on reduce its purchases from or after July 3other business with, 1998 decreased materially its services or supplies to the Company and all or any Company Subsidiary; (iii) has adversely changed its Subsidiaries in the case pricing terms or any other terms of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship business with the Company or any Subsidiary of its Subsidiaries; or to decrease materially its services or supplies (iv) to the Company and all its Subsidiaries or its usage Knowledge of the services Company, has any plan or products intention to do any of the Company and all its Subsidiariesforegoing. Since January 1, as the case may be. From and after the date hereof2017, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither neither the Company nor any Subsidiary of its Subsidiaries has breachedreceived any complaint from any of its customers or suppliers (including, so as without limitation, any of the Subject Company Customers, Suppliers and Dealers) concerning the products and/or services provided to provide a benefit to or from the Company and/or any of its Subsidiaries, nor has the Company or any Subsidiary that was not intended of its Subsidiaries had any of its respective products returned by a purchaser thereof, other than complaints and returns made in the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier ordinary course of business of the Company that, individually or any Subsidiary. The Disclosure Memorandum with specific reference to this Sectionin the aggregate, sets forth have not had a material adverse effect on the dates business, assets, condition (financial or otherwise), or results of each audit conducted since January 1, 1995 by each material supplier operations of the Company and its Subsidiaries and summaries of the results of such auditsSubsidiaries.

Customers and Suppliers. Except as set forth in Section 2.23 of the Disclosure Memorandum Schedule sets forth a list of the ten (10) largest customers of the Business for the year ended December 31, 2015 and the five (5) months ended May 31, 2016 (and the amount of sales with specific reference respect to each such customer during such twelve month period), and the nine (9) largest suppliers of any raw material or component for the Business as of the date of this Section, as Agreement. As of the date hereof, no neither Seller nor any of its Subsidiaries has received any written notice that any such customer which individually accounted for more than 1% has ceased, or will cease to purchase or license the products of the gross revenues Business, or has reduced, or will reduce, the purchase or license of the Company and all products of the Business from Seller or any of its Subsidiaries during and, to Seller’s Knowledge, no such customers or suppliers plan to cease or reduce the 12 month period preceding purchase or license of products of the Business from Seller or any of its Subsidiaries. As of the date hereof, and no neither Seller nor any of its Subsidiaries has received written notice that any such supplier has taken action to, or will take action to (a) terminate or modify in a manner adverse to Seller its relationship with Seller, (b) reduce the amount of goods or services that it is willing to supply to Seller or any of its Subsidiaries or (c) materially increase the Company and all price of any good or services that it has previously supplied to Seller or any of its Subsidiaries, has canceled or otherwise terminated, or . All purchase and sale orders and other commitments for purchases and sales made any written threat to the Company by Seller or any Subsidiary to cancel or otherwise terminate, its relationship in connection with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries Business have been made in the case ordinary course of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries business in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship accordance with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiariespast practices, and no payments have been made to any supplier or customers or any of their respective representatives other than payments to such customer intends to cancel suppliers or otherwise terminate its relationship with their representatives for the Company and all its Subsidiaries or to decrease materially its usage payment of the services invoiced price of supplies purchased or products goods sold in the ordinary course of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsbusiness.

Customers and Suppliers. Section 4.19(a) of the Disclosure Schedule sets forth (i) a list of ISI’s and its Subsidiaries’ top twenty (20) customers (by gross revenues generated from sales to such customers) on a combined basis (“ISI Top Customer”), and (ii) a list of ISI’s and its Subsidiaries’ top twenty (20) suppliers (by aggregate cost of supplies purchased from such suppliers) on a combined basis (“ISI Top Supplier”), in each case for the fiscal year ended December 31, 2017 and the two (2)-month period ended February 28, 2018. Except as set forth in Section 4.19(b) of the Disclosure Memorandum with specific reference to this SectionSchedule, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier 2017: (i) no ISI Top Customer has cancelled, terminated or reduced substantially the quantity of products or services it purchases from ISI or its Subsidiaries or materially and adversely modified the commercial terms of its relationship (whether related to payment, price or otherwise) with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business), (ii) to ISI’s Knowledge, no ISI Top Customer intends, or has threatened, to cancel, terminate or reduced substantially the quantity of products or services it purchases from any of ISI and its Subsidiaries or materially and adversely modify the commercial terms of its relationship with ISI and its Subsidiaries (other than in connection with routine price negotiations in ordinary course of business) and (iii) to ISI’s Knowledge, no ISI Top Customer is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. Since January 1, 2017, none of the Company ISI Top Customers of ISI or any of its Subsidiaries has exercised audit or inspection rights pursuant to any contract with ISI and its Subsidiaries in any material respects. ISI and its Subsidiaries are not, and since January 1, 2017, has not been, engaged in any material dispute or controversy with any ISI Top Customer with respect to the supply of products or services by ISI and its Subsidiaries where the amount in controversy or dispute exceeds $200,000 (other than in connection with routine price negotiations and the resolution of warranty claims, in each case in the ordinary course of business). Except as set forth in Section 4.19(b) of the Disclosure Schedule, since January 1, 2017: (i) no ISI Top Supplier has cancelled, terminated or reduced substantially the quantity of products it provides to ISI and its Subsidiaries, (ii) ISI and its Subsidiaries have not received written notice that any ISI Top Supplier intends to cancel, terminate or reduce substantially the quantity of products it provides to ISI and its Subsidiaries and summaries (iii) to ISI’s Knowledge, no ISI Top Supplier is bankrupt or insolvent or has filed or threatened to file for bankruptcy or appoint a receiver. ISI and its Subsidiaries are not, and since January 1, 2017 have not been, engaged in any material dispute or controversy with any ISI Top Supplier with respect to the supply of materials, products or services to ISI and its Subsidiaries where the results amount in controversy or dispute exceeds $150,000 (other than in connection with routine price negotiations or resolution of such auditswarranty claims, in each case in the ordinary course of business).

Customers and Suppliers. Except With respect to each Government Contract and Government Bid, within the past three (3) years, except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of on Schedule 3.23(b): (i) the Company and all its Subsidiaries during have complied in all material respects with the 12 month period preceding the date hereofterms and conditions of such Government Contract and Government Bid, including all clauses, provisions, and no supplier of requirements incorporated expressly, or by reference therein, including all applicable price reduction, most favored customer, and U.S. Government property maintenance requirements; (ii) the Company and all its SubsidiariesSubsidiaries are not in material violation, has canceled breach or otherwise terminateddefault of any provision of any applicable federal order, statute, rule or regulation (including the Federal Acquisition Regulation (“FAR”), agency supplements to the FAR, the federal Cost Accounting Standards (“CAS”), the Service Contract Act of 1963, as amended (including, but not limited to, requirements for paying applicable Service Contract Act wage rate and fringe benefit rates)), or made any written threat to the Company or other applicable Law governing any Subsidiary to cancel or otherwise terminateGovernment Contract, its relationship with the Company or any SubsidiaryGovernment Bid, or has at transaction of any time on or after July 3kind with any Governmental Authority, 1998 decreased materially its services or supplies to as applicable; (iii) the execution and delivery of this Agreement by the Seller, the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyhereby will not result in a material violation, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel breach or otherwise terminate its relationship with the Company and all its Subsidiaries default of any term or to decrease materially its usage provision of the services any Government Contract or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of Government Bid; (iv) the Company and its Subsidiaries have not received a written cure notice, a show cause notice or a stop work order regarding performance of a Government Contract; (v) no Government Contract has been terminated for default or terminated for convenience, and summaries the Company and its Subsidiaries have not been threatened in writing with termination for default, breach of contract or material violation of Law; (vi) no past performance evaluation received in writing by the Company or its Subsidiaries with respect to any such Government Contract has set forth a performance rating below “Satisfactory” or its equivalent, default or other material failure to perform thereunder; (vii) no money due to the Company pertaining to any Government Contract has been withheld or set-off and (viii) the Company and its Subsidiaries are not performing activities under a Government Contract that are identified in FAR 9.505-1 through 9.505-4 and are not party to or bound by any mitigation plan resulting from any actual or perceived Organizational Conflict of Interest (as defined by Subpart 9.5 of the results of such auditsFAR) involving the Company.

Customers and Suppliers. Schedule 2.17 contains a complete and accurate list of the top thirty (30) Seller Customers by total sales, showing the total sales to each such customer during 2012 and for the 10-month period ended October 25, 2013. Schedule 2.17 also contains a complete and accurate list of all current suppliers of the Business in terms of cost of goods supplied to the Business during 2012 and for the 10-month period ended October 25, 2013. Except as set forth in the Disclosure Memorandum with specific reference to this Sectionnoted on Schedule 2.17, as neither Seller nor its Subsidiaries has received any notice that any of the date hereofSeller Customers listed on Schedule 2.17 (a) has ceased or substantially reduced, no customer which individually accounted for more than 1% or intends to cease or substantially reduce, use of products or services of the gross revenues Business or (b) has sought since January 1, 2011, or is seeking, to reduce the price it will pay for the products and services of the Company and all its Subsidiaries during the 12 month period preceding the date hereofBusiness. Further, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the actual knowledge of the Company Management Employees after consultation with Seller’s or its Subsidiaries’ customer account representatives with respect to the top ten (10) Seller Customers by total sales (the “Top Ten Customers”), no such supplier or customer intends Top Ten Customer has otherwise threatened to cancel or otherwise terminate its relationship with take any action described in the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage preceding sentence as a result of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyby this Agreement and the Transaction Documents. Except as noted on Schedule 2.17, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all neither Seller nor its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor has received any Subsidiary has breached, so as to provide a benefit to the Company or notice that any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted Business has sought since January 1, 1995 2011, or is seeking, any change in the price offered or the services provided during 2013 by each material such supplier of the Company and its Subsidiaries and summaries Business, or that any supplier of the results Business will not sell supplies or services to the Business at any time after the Closing Date on terms and conditions substantially the same as those used in its current sales to the Business. Further, to the actual knowledge of such auditsthe Management Employees after consultation with Seller’s or its Subsidiaries’ purchasing department with respect to the top ten (10) suppliers of the Business, no supplier of the Business has otherwise threatened to take any action described in the preceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Transaction Documents.

Customers and Suppliers. Except as set Schedule 3.23 sets forth in the Disclosure Memorandum with specific reference to this Section, as a list of (a) each of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier top ten customers of the Company and its Subsidiaries (by volume in dollars of sales to such customers) for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a “Major Customer”) and summaries the amount of revenues accounted for by such customer during each such period and (b) each of the results top five suppliers of the Company and its Subsidiaries (by volume in dollars of purchases from such auditssuppliers) for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a “Major Supplier”). Except as set forth on Schedule 3.23, between the Most Recent Balance Sheet Date and the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Major Customer, nor, to the Knowledge of the Company, has any Major Customer threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially reduce the aggregate amount paid to the Company and its Subsidiaries for products and services. Except as set forth on Schedule 3.23, between the Most Recent Balance Sheet and the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Major Supplier, nor, to the Knowledge of the Company, has any Major Supplier threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or materially increase the aggregate amount charged to the Company and its Subsidiaries for products and services. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Major Customer or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise seek relief from or make an assignment for the benefit of its creditors and, to the Company’s Knowledge, no such notice or action has been threatened.

Customers and Suppliers. Except as set Schedule 3.27 sets forth in the Disclosure Memorandum with specific reference to this Section, as a list of the date hereof, no customer which individually accounted for more than 1% of 10 largest customers (“Material Customers”) and the gross revenues 10 largest suppliers (“Material Suppliers”) of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier each Subsidiary of the Company and all its Subsidiaries, has canceled (based on the value (in US dollars) of annual purchases by or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to from the Company and all its Subsidiaries in the case of any such supplier, or its usage Subsidiary during each of the services or products twelve (12) month periods ended December 31, 2016 and December 31, 2017). Neither the Company nor any Subsidiary of the Company and all its Subsidiaries in has received any notice that any of (a) the case of any such customerMaterial Customers has ceased, and to the knowledge of the Company no such supplier or customer currently intends to cancel cease, to purchase its goods or services or to otherwise terminate or materially reduce its relationship with the Company or any Subsidiary or to decrease materially its services or supplies of the Company, and to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereofCompany’s Knowledge, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, Material Customer or Material Supplier has canceled or otherwise terminatedthreatened any such action, or made any written threat to (b) the Company to cancel Material Suppliers has ceased, or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer currently intends to cancel cease, to supply goods or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or to otherwise terminate or materially reduce its relationship with the Company or any SubsidiarySubsidiary of the Company. The Disclosure Memorandum with specific reference to this SectionSince the Balance Sheet Date, sets forth neither the dates of each audit conducted since January 1, 1995 by each material supplier Company nor any Subsidiary of the Company and its Subsidiaries and summaries has (i) engaged in any arrangements with any customer to materially overstock supplies of Products in order to accelerate sales of Products to such customer, (ii) engaged in any sales through liquidation retailers-.5butside the Ordinary Course of Business in order to materially alter or increase sales of Products, or (iii) provided any special discounts to any customers outside the Ordinary Course of Business. Since the Balance Sheet Date, neither the Company nor any Subsidiary of the results Company has made any material changes in its Product ordering practices outside of such auditsthe Ordinary Course of Business. The Company and each Subsidiary of the Company has for a period of one year prior to the date of this Agreement, and currently is not providing, any cash payment, cash gift, cash compensation or similar cash benefit (outside of normal payments made in the Ordinary Course of Business in respect of goods delivered or services rendered) to any of its customers or suppliers, or their respective Affiliates.

Customers and Suppliers. Section 3.13 of the Business Disclosure Schedule sets forth a complete and accurate list of (a) the three (3) largest customers of the Business (measured by aggregate xxxxxxxx) during the fiscal year ended December 31, 2015, including the aggregate xxxxxxxx of each customer, the number of subscribers of each customer as of the most recent month-end, and the next termination or expiration date under the Contract with each such customer; and (b) the three (3) largest suppliers of materials, products or services to the Business (measured by the aggregate amount purchased by Seller or an Acquired Company) during the fiscal year ended December 31, 2015, including the amounts purchased under each such Contract. Except as set disclosed on Section 3.13 of the Business Disclosure Schedule, since December 31, 2015 through the date hereof, no such customer or supplier has canceled, terminated or otherwise materially altered its business relationship with Seller or any Acquired Company in a manner adverse to Seller, or notified Seller or any Acquired Company of any intent to do so, and no such customer or supplier has made any request or claim for indemnification from Seller or any Acquired Company within the last three (3) years. Section 3.13 of the Business Disclosure Schedule sets forth all current customers and suppliers of the Business who are not parties to written Contracts with Seller or any Acquired Company and currently have in effect with Seller or any Acquired Company oral Contracts primarily relating to the Disclosure Memorandum Business, along with specific reference to this Section, as a summary of the material terms of each such oral Contract. As of the date hereof, no customer which individually accounted neither Seller nor any Acquired Company has received any payment from any of their respective customers for more than 1% services to be performed under any Transferred Contract or Acquired Company Contract following the Closing. As of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the neither Seller nor any Acquired Company and all its Subsidiaries, has canceled owes any amounts under any Transferred Contract or otherwise terminated, or made any written threat Acquired Company Contract for services rendered to such Person prior to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsClosing.

Customers and Suppliers. Except Section 2.21 of the Seller Disclosure Schedule sets forth the twenty largest customers and suppliers of the Company and its Subsidiaries for the year ended December 31, 1999, as measured by amounts of goods shipped by the Company and its Subsidiaries or by amounts of goods and services provided to the Company and its Subsidiaries, as the case may be. The relationships of the Company and its Subsidiaries with its customers and suppliers are good commercial working relationships and, except as set forth in Section 2.21 of the Disclosure Memorandum with specific reference to this SectionSchedule, as during the last 24 months, none of the date hereof, no customer which individually accounted for more than 1% of the gross revenues twenty largest customers or suppliers of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary threatened to cancel or otherwise terminate, its relationship with the Company or any Subsidiaryits Subsidiaries or materially decreased, or has at any time on threatened to materially decrease or after July 3limit, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services of, or products purchase of the Company and all its Subsidiaries in the case of any such customergoods of, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage provision of the services to, or products sale of goods to, the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company Subsidiaries has any notice that any of the twenty largest customers or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier suppliers of the Company and its Subsidiaries and summaries intends to cancel or otherwise materially modify its relationship with the Company or to materially decrease or limit its usage of the results services of, or purchase of such auditsthe goods of, the Company or its Subsidiaries or its provision of services to, or its sale of goods to, the Company or its Subsidiaries, and the Transactions will not, to the best knowledge of the Company and each of its Subsidiaries, adversely affect the relationship of the Company or its Subsidiaries with any of the twenty largest customers or suppliers of the Company and its Subsidiaries.

Customers and Suppliers. Except There exists no actual or threatened termination, cancellation or limitation of, or modification to or change in, the business relationship that could reasonably be expected to have a Material Adverse Effect between (i) any Loan Party, on the one hand, and any customer or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party, or (ii) any Loan Party, on the one hand, and any supplier or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in the aggregate material to the business or operations of such Loan Party; and there exists no present state of facts or circumstances that could give rise to or result in any such termination, cancellation, limitation, modification or change. Consummation of PCC Acquisition . The Parent has delivered to the Agents complete and correct copies of the PCC Acquisition Documents, including all schedules and exhibits thereto. The PCC Acquisition Documents, taken as a whole, set forth in the Disclosure Memorandum with specific reference to this Section, as entire agreement and understanding of the date hereofparties thereto relating to the subject matter thereof, and there are no customer which individually accounted for more than 1% other agreements, arrangements or understandings, written or oral, relating to the matters covered thereby. The execution, delivery and performance of the gross revenues PCC Acquisition Documents has been duly authorized by all necessary action (including, without limitation, the obtaining of any consent of stockholders or other holders of Equity Interests required by law or by any applicable corporate or other organizational documents) on the Company and all its Subsidiaries during the 12 month period preceding the date hereofpart of each such Person. No authorization or approval or other action by, and no supplier notice to filing with or license from, any Governmental Authority is required for such sale other than such as have been obtained on or prior to the Effective Date. Each PCC Acquisition Document is the legal, valid and binding obligation of the Company parties thereto, enforceable against such parties in accordance with its terms. All conditions precedent to the PCC Acquisition Agreement have been fulfilled or waived (with the prior written consent of the Agents to the extent such waiver is adverse to the interests of the Agents and all its Subsidiariesthe Lenders), no PCC Acquisition Document has canceled been amended or otherwise terminated, or made any written threat modified in a manner adverse to the Company or any Subsidiary to cancel or otherwise terminateinterests of the Agents and the Lenders without the prior written consent of the Agents, its relationship with the Company or any Subsidiary, or and there has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case been no breach of any such supplier, material term or its usage of the services or products of the Company and all its Subsidiaries in the case condition of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may bePCC Acquisition Document. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsAnti-Terrorism Laws .

Customers and Suppliers. Schedule 3.21 sets forth a list of the Acquired Companies’ top 25 customers and top 25 suppliers for each of the fiscal years ended December 31, 2020, 2019 and 2018. Except as set forth described on Schedule 3.21, no Acquired Company has received any indication, whether written or oral, and Company has no Knowledge, that (a) any customer or supplier has stopped or materially decreased, or plans to stop or materially decrease, the amount of business done with any Acquired Company, (b) any customer has requested or received a decrease, or that 96760364_21 there is any intention or plan to provide a decrease, in the Disclosure Memorandum prices paid to any Acquired Company that is or would be inconsistent with specific reference the terms of its existing Contract or order with any Acquired Company or (c) any supplier has requested or received an increase, or that there is any intention or plan to this Sectionprovide an increase, in the prices charged to any Acquired Company that is or would be inconsistent with the terms of its existing supply Contract with any Acquired Company. In addition, except as of the date hereofdescribed on Schedule 3.21, no customer Acquired Company has received any indication, and the Company has no Knowledge, that customers which individually accounted in the aggregate account for more than 110% of the gross Acquired Companies’ consolidated annual revenues (a) plan or have threatened to stop or materially decrease the amount of business conducted with the Acquired Companies or (b) have requested or received any decreases, or that there is any intention or plan to provide any decreases, in the prices paid to any of the Acquired Companies that are or would be inconsistent with the terms of existing Contracts with the Acquired Companies. In addition, except as described on Schedule 3.21, no Acquired Company and all its Subsidiaries during the 12 month period preceding the date hereofhas received any indication, and no supplier of the Company and all its Subsidiarieshas no Knowledge, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries that suppliers which in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted aggregate account for more than 510% of the gross revenues dollar amount of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or consolidated annual payments made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement Acquired Companies (a) plan or have threatened to stop or materially decrease the amount of business conducted with, or engaged materially increase the prices charged to, the Acquired Companies or (b) have requested or received any increases, or that there is any intention or plan to provide any increases, in the prices charged to any of the Acquired Companies that are or would be inconsistent with the terms of existing supply Contracts with the Acquired Companies. In addition, except as described on Schedule 3.21, no Acquired Company is involved in any fraudulent conduct material Action, claim or dispute with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsan Acquired Company.

Customers and Suppliers. Except as set forth in As of the Disclosure Memorandum with specific reference to this Section, date hereof and as of the date hereofClosing Date, no customer which individually accounted for more than 15% of the Company’s gross revenues of the Company and all its Subsidiaries during the 12 12-month period preceding the date hereof, and no supplier of the Company and all its SubsidiariesCompany, has canceled cancelled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, terminate its relationship with the Company or any SubsidiaryCompany, or has at any time on or after July 3, 1998 the Company Balance Sheet Date decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of Company’s and the Company Selling Stockholders’ knowledge, no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its SubsidiariesCompany, as the case may be. From and after As of the date hereofhereof and as of the Closing Date, no customer which individually accounted for more than 5% of the Company’s gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled cancelled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all SubsidiariesCompany, and to the Company’s and the Selling Stockholders’ knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company. The Company and all its Subsidiaries. Neither the Company nor any Subsidiary has not knowingly breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company Company. To the Company’s and the Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Subsidiary. The Disclosure Memorandum Tax credit (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with specific reference respect to this Section, sets forth any of the dates of each audit conducted since January 1, 1995 amounts paid by each material supplier of STMicroelectronics to the Company and its Subsidiaries since January 1, 2005. To the Company’s and summaries the Selling Stockholders’ knowledge, STMicroelectronics has not been eligible for or received the benefit of any Tax credit (including research and development credits) or other subsidy or rebate from a Governmental Entity or other third party with respect to more than 5% of the results of such auditsamounts paid by STMicroelectronics to the Company and its Subsidiaries during the period from January 1, 2002 through December 31, 2004.

Customers and Suppliers. Section 5.25 of the Sellers' Disclosure Schedule sets forth a true and complete list of the names and addresses of the ten largest suppliers (and for each such supplier the dollar volume and percentage of total purchases of similar items from all suppliers of such item) of products and services to KSG and its subsidiaries and the ten largest customers (and for each such customer the dollar volume and percentage of total sales to all customers) of products and services of KSG and its subsidiaries during the 12 months ended December 31, 1999 and December 31, 2000, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as Section 5.25 of the date hereofSellers' Disclosure Schedule, there exists no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereofactual or, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such Sellers, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of KSG and its subsidiaries with any customer or group of customers which are listed in Section 5.25 of the Sellers' Disclosure Schedule or which are otherwise material to the operations of the Business, or with any supplier or customer intends group of suppliers which are listed in Section 5.25 of the Sellers' Disclosure Schedule or which are otherwise material to cancel or otherwise terminate its relationship with the Company operations of the Business, and none of the Sellers or any Subsidiary of their subsidiaries or to decrease materially its services Affiliates has received any report or supplies other information from any employee, sales representative or other Person who reports to the Company and all its Subsidiaries Sellers on such matters in the ordinary course of business regarding the existence of any present or its usage future condition or state of the services facts or products of the Company and all its Subsidiariescircumstances involving customers, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled suppliers or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, sales representatives (including without limitation the consummation of the transactions contemplated hereby, its relationship in this Agreement) that would materially adversely affect the Business or the prospects of KSG or the Business or prevent the conduct of the Business after the consummation of the transactions contemplated in this Agreement on substantially the same terms as the Business has been conducted. The Sellers have delivered to the Buyer copies of all written Contracts or other arrangements and written summaries of any oral arrangements with the Company customers and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage suppliers listed in Section 5.25 of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Sellers' Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsSchedule.

Customers and Suppliers. Except as set forth in No Group Company, other than the Disclosure Memorandum with specific reference to this SectionOperating Subsidiary, as has any customers or suppliers. Schedule 3.22 lists the current customers and suppliers of the date hereofOperating Subsidiary that were the ten (10) largest customers of and suppliers to the Operating Subsidiary in terms of dollar volume of sold or purchased products or services for the 12 months ended August 31, no 2012 and the nine months ended May 31, 2013 (including hospitals and distributors), together with the following information with respect to each such customer which individually accounted for more than 1% and supplier: (a) the name, mailing address and telephone number of such party; (b) the name, mailing address and telephone number of the gross revenues of purchasing or sales agent or representative responsible for managing the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Operating Subsidiary; (c) the dollar volume of sales or purchases (as applicable). All other information recorded by the Operating Subsidiary in its customer and supplier databases with respect to such parties (including notes and order histories) has been made available to the Buyer. Since January 1, 2012, no Group Company or Seller has received any Subsidiarynotice from any customer or supplier listed on Schedule 3.22 to the effect that any such customer or supplier will or may stop, materially decrease the rate of, or has at any time on materially change the terms (whether related to payment, price or after July 3otherwise) with respect to, 1998 decreased materially its purchasing or selling products or services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary from or to decrease materially its services or supplies to the any Group Company and all its Subsidiaries or its usage (whether as a result of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel hereby or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiariesotherwise). Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the No Group Company or Seller has received notice or has any Subsidiary Knowledge that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or customers that, individually or in the aggregate, account for more than 2% of the consolidated revenue of the Group Companies in each of the last two fiscal years has plans or has threatened to stop or materially decrease the rate of business done with the Group Companies. No Group Company or Seller has received notice or has any Knowledge that any supplier or suppliers that, individually or in the aggregate, account for more than 2% of the dollar amount of payments made by the Group Companies in each of the last two fiscal years has plans or has threatened to stop or materially decrease the rate of business done with the Group Companies. No supplier of goods or services to the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth Operating Subsidiary is the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results sole source of such auditsgood or services available to the Operating Subsidiary.

Customers and Suppliers. Except as set The Customers and Suppliers Schedule sets forth in the Disclosure Memorandum with specific reference to this Section, as (a) a list of the date hereof, no customer which individually accounted for more than 1% of the gross revenues top ten (10) customers of the Company and all its Subsidiaries during the 12 month period preceding the date hereofon a consolidated basis by volume of sales to such customers, and no supplier (b) a list of the top ten (10) suppliers of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case on a consolidated basis by dollar value of any net purchases from such suppliersuppliers, or its usage for each of the services or products of the Company and all its Subsidiaries in the case of any such customerfiscal years ended December 31, 2016, December 31, 2017, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its SubsidiariesDecember 31, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries2018. Neither the Company nor any Subsidiary of its Subsidiaries has breachedreceived any written or, so to the Company's knowledge, oral indication from any of the customers listed on the Customers and Suppliers Schedule to the effect that any such customer will stop, materially decrease the rate of, or materially change the payment or price or other material terms with respect to, buying products from the Company or any of its Subsidiaries. Except as set forth on the Customers and Suppliers Schedule, neither the Company nor any of its Subsidiaries has received any written or, to provide a benefit the Company's knowledge, oral indication from any of the suppliers listed on the Customers and Suppliers Schedule to the effect that any such supplier will stop, materially decrease the rate of, or materially change the payment or price or other material terms with respect to, supplying products or services to the Company or any Subsidiary that was not intended of its Subsidiaries. Data Privacy . For the past three (3) years: (a) all PII of the Company and each of its Subsidiaries has been collected and processed by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier on behalf of the Company or any Subsidiaryits Subsidiaries in compliance in all material respects with applicable Laws and all PII Statements (including U.S. and Canadian federal, state and provincial Laws relating to privacy or data security and the General Data Protection Regulation (Regulation (EU) 2016/679) and its implementations in the EU Member States); (b) the Company and each of its Subsidiaries has disclosed all PII Processing activities in PII Statements that materially comply with all applicable Laws; and (c) the Company and each of its Subsidiaries has protected such PII with adequate and reasonable security measures consistent with commercially reasonable practices and materially consistent with applicable Law. The Disclosure Memorandum with specific reference Company and each of its Subsidiaries have the right to this Sectionuse and disclose all of the information in its customer database, sets forth the dates of each audit conducted since January 1including all PII contained therein, 1995 by each material supplier of as the Company and its Subsidiaries use and summaries disclose such PII in the ordinary course of business. Except as would not be material to the Company, the Company and each of its Subsidiaries has secured all necessary authorization and consent relating to PII as necessary to consummate the transactions contemplated by this Agreement. No lawsuits are pending or, to knowledge of the results Company, threatened, against the Company or any of such auditsits Subsidiaries alleging that Company or any of its Subsidiaries (or anyone acting on behalf of the Company and or its Subsidiaries) has violated or has otherwise not complied with any applicable Laws or PII Statements with respect to any PII.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as As of the date hereof, no customer which individually accounted for more than 1% ten percent (10%) of the Borrower’s gross revenues of the Company and all its Subsidiaries during the 12 twelve (12) month period preceding the date hereof, and no supplier of the Company and all its SubsidiariesBorrower, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary Borrower to cancel or otherwise terminate, terminate its relationship with the Company or any SubsidiaryBorrower, or has at any time on or after July 3December 31, 1998 2008 decreased materially its services or supplies to the Company and all its Subsidiaries Borrower in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries Borrower in the case of any such customer, and to the knowledge of the Company Borrower’s knowledge, no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary Borrower or to decrease materially its services or supplies to the Company and all its Subsidiaries Borrower or its usage of the services or products of the Company and all its SubsidiariesBorrower, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% ten percent (10%) of the Borrower’s gross revenues of the Company and all its Subsidiaries during the 12 twelve (12) month period preceding the Closing Datedate hereof, has canceled or otherwise terminated, or made any written threat to the Company Borrower to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyby this Agreement, its relationship with the Company and all SubsidiariesBorrower, and to the Borrower’s knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries Borrower or to decrease materially its usage of the services or products of the Company and all its SubsidiariesBorrower. Neither the Company nor any Subsidiary The Borrower has not knowingly breached, so as to provide a benefit to the Company or any Subsidiary Borrower that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsBorrower.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as As of the date hereof, no customer which individually accounted for more than 12% of the Acquiror's gross revenues of the Company and all its Subsidiaries during the 12 12-month period preceding the date hereof, and no supplier of the Company and all its SubsidiariesAcquiror, has canceled cancelled or otherwise terminated, or made any written threat to the Company or any Subsidiary Acquiror to cancel or otherwise terminate, terminate its relationship with the Company or any SubsidiaryAcquiror, or has at any time on or after July 3December 31, 1998 1999 decreased materially its services or supplies to the Company and all its Subsidiaries Acquiror in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries Acquiror in the case of any such customer, and to the knowledge of the Company Acquiror's knowledge, no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary Acquiror or to decrease materially its services or supplies to the Company and all its Subsidiaries Acquiror or its usage of the services or products of the Company and all its SubsidiariesAcquiror, as the case may be. From and after the date hereof, no customer which individually accounted for more than 52% of the Acquiror's gross revenues of the Company and all its Subsidiaries during the 12 12-month period preceding the Closing Date, has canceled cancelled or otherwise terminated, or made any written threat to the Company Acquiror to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all SubsidiariesAcquiror, and to Acquiror's knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries Acquiror or to decrease materially its usage of the services or products of the Company and all its SubsidiariesAcquiror. Neither the Company nor any Subsidiary Acquiror has not knowingly breached, so as to provide a benefit to the Company or any Subsidiary Acquiror that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsAcquiror.

Customers and Suppliers. Except as set Schedule 3.21(a) sets forth a list of the Company’s and its Subsidiaries top 30 customers and top 25 suppliers for (a) each of the fiscal years ended December 31, 2017 and 2018 and (b) the 11-month period ended November 30, 2019 (determined on a consolidated basis based on, in the Disclosure Memorandum with specific reference to this Sectioncase of customers, as the amount of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of recognized by the Company and all its Subsidiaries during and, in the 12 month period preceding case of suppliers, the date hereof, and no supplier dollar amount of payments made by the Company and all its Subsidiaries). Except as described on Schedule 3.21(b), neither the Company nor any of its Subsidiaries has received any indication (and, to the Company’s knowledge there is no basis to believe), that (a) any customer or supplier has stopped or materially decreased, or plans to stop or materially decrease, the amount of business done with the Company or any of its Subsidiaries, (b) any customer has canceled requested or otherwise terminatedreceived a decrease, or made that there is any written threat intention or plan to provide a decrease, in the prices paid to the Company or any Subsidiary to cancel of its Subsidiaries that is or otherwise terminate, would be inconsistent with the terms of its relationship existing contract or order with the Company or any Subsidiaryof its Subsidiaries or (c) any supplier has requested or received an increase, or has at that there is any time on intention or after July 3plan to provide an increase, 1998 decreased materially its services or supplies in the prices charged to the Company and all or any of its Subsidiaries in that is or would be inconsistent with the case terms of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship existing supply contract with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither In addition, except as described on Schedule 3.21(b), neither the Company nor any Subsidiary of its Subsidiaries has breachedreceived any indication, so as and the Company has no knowledge, that customers set forth on Schedule 3.21(a) (a) plan or have threatened to stop or materially decrease the amount of business conducted with the Company or any of its Subsidiaries or (b) have requested or received any decreases, or that there is any intention or plan to provide a benefit any decreases, in the prices paid to any of the Company or any of its Subsidiaries that are or would be inconsistent with the terms of existing contracts with the Company or any of its Subsidiaries. A copy on the Company’s form of customer agreement is set forth on Schedule 3.21(c) and any customer contracts set forth on Schedule 3.21(a) with material differentiations to the form of customer agreement are set forth on Schedule 3.21(d). In addition, except as described on Schedule 3.21(e), neither the Company nor any of its Subsidiaries has received any written notice, and the Company has no knowledge, that suppliers set forth on Schedule 3.21(a) (a) plan or have threatened to stop or materially decrease the amount of business conducted with, or materially increase the prices charged to, the Company or any of its Subsidiaries or (b) have requested or received any increases, or that there is any intention or plan to provide any increases, in the prices charged to any of the Company or any of its Subsidiaries that are or would be inconsistent with the terms of existing supply contracts with the Company or any of its Subsidiaries. In addition, except as described on Schedule 3.21(f), neither the Company nor any of its Subsidiaries is involved in any material Action, claim or dispute with any customer or supplier. To the Company’s knowledge, there is no supplier of any product or services to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries for which practical alternative sources of supply are not generally available in the results of such auditsmarketplace on comparable terms.

Customers and Suppliers. Section 4.21 of the Disclosure Schedule sets forth the 20 largest suppliers (in terms of dollars spent) of the Company and the Company Subsidiary and the 20 largest customers (in terms of dollars billed) of the Company and the Company Subsidiary during the calendar year 2012 and from January 1, 2013 to the date hereof, together with the dollar amount of goods purchased from each such supplier and the dollar amount billed to each customer during each such period (the “Major Business Partners”). Except as otherwise set forth in Section 4.21 of the Disclosure Schedule, the Company and the Company Subsidiary maintain good relations with the Major Business Partners, and no such party has canceled, terminated, modified or made any threat to cancel, terminate or otherwise modify its relationship with or to decrease its services or supplies or its direct or indirect purchase or usage of the products or services of the Company or the Company Subsidiary. No fact, circumstance, condition or situation exists which, after notice or lapse of time or both, would cause the benefits of any relationship with any of the Major Business Partners not to continue after the Closing in substantially the same manner as prior to the date of this Agreement. Except as set forth in Section 4.21 of the Disclosure Memorandum with specific reference to this Section, as of the date hereofSchedule, no rebates (volume or otherwise) discounts or benefits are due, accruing due or payable to any customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during or the 12 month period Company Subsidiary. During the three years preceding the date hereofof this Agreement there has been no substantial change (apart from normal price changes) in (a) the manner in which the Company or the Company Subsidiary extends discounts, credits or warranties to customers or otherwise deals with customers, (b) the practices of the Company or the Company Subsidiary of ordering supplies or honoring warranties with respect to their business, (c) the customary payment or collection cycles for, or the terms and conditions of, any payables or receivables or other debt of their business, or (d) the basis or terms on which any Person has been prepared to enter into agreements or to do business with the Company or the Company Subsidiary, and no change of that kind is expected. Except as otherwise set forth in Section 4.21 of the Disclosure Schedule, no supplier of the Company and all its Subsidiariesnor the Company Subsidiary is a sole source supplier, nor during the last twelve months, has canceled or otherwise terminated, or made any written threat to the Company or been dependent upon any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such one supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 510% by value of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditspurchases.

Customers and Suppliers. (a) Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues on Section 3.18(a) of the Company and all its Subsidiaries during the 12 month period preceding the date hereofDisclosure Schedule, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither neither the Company nor any Subsidiary of its Subsidiaries has breachedany outstanding or has had, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each 2012, any material supplier dispute concerning its goods and/or services with any customer who, in the twelve (12) months ended December 31, 2012, was one of the ten (10) largest sources of revenue for the Company and its Subsidiaries and summaries (taken as a whole), based on amounts paid to the Company or its Subsidiaries (in the case of the results Subsidiaries measured during the time such entity was a subsidiary of the Company) (each, a “Significant Customer”). Each Significant Customer is listed on Section 3.18(a) of the Company Disclosure Schedule. Except as set forth on Section 3.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has received a written notice (or, to the Company's Knowledge, any oral notice) from any Significant Customer that such auditscustomer (i) intends to terminate or materially and adversely to the Company modify existing Contracts with the Company or its Subsidiaries or materially reduce the rate or volume or amount paid to the Company or its Subsidiaries for products and services or (ii) plans to seek to purchase the products and services provided by the Company or its Subsidiaries from any other supplier or vendor not currently providing such products and services to such customer or convert any exclusive or single-source purchasing arrangement or relationship between such customer and the Company or its Subsidiaries into a non-exclusive or multi-source arrangement or relationship. Except as set forth on Section 3.18(a) of the Company Disclosure Schedule, the Company and its Subsidiaries have no agreement with any current or former customer that limits the Company's or its Subsidiaries' ability to sell its products and services to any other customer in any geographic area.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues Section 3.19 of the Company Disclosure Schedule sets forth the top ten (10) customers (based on the aggregate of 2021 and 2022 fiscal year revenues, including any and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier Affiliates as a single customer) of the Business (the “Principal Customers”) and the five (5) largest suppliers (based on 2022 fiscal year spend) of the Business, excluding Buyer and its Affiliates (each, “Principal Supplier”). Neither the Company and all nor any of its Subsidiaries, Affiliates has canceled or otherwise terminatedreceived any written notice, or made to the Knowledge of the Company, any written threat other notice, that any such Principal Customer has taken action to, or will take action to (a) terminate or modify in a manner materially adverse to the Company, or any of its Affiliates, such Principal Customer’s relationship with Seller or any of its Affiliates, (b) cease to purchase or license the Business Products and Services, or reduce the purchase or license of Business Products and Services in any material manner from the Company or any Subsidiary of its Affiliates, or (c) renegotiate the price or other material terms, in any material manner, pursuant to cancel which such Principal Customer purchases or otherwise terminatelicenses the Business Products and Services from the Company or any of its Affiliates; and, to the Knowledge of the Company, no such customers plan to do any of the foregoing. Neither the Company nor any of its Affiliates has received written notice, or to the Knowledge of the Company, any other notice, that any such Principal Supplier has taken action to, or will take action to (x) terminate or modify in a manner adverse to the Company, or any of its Affiliates, such Principal Supplier’s relationship with the Company or any Subsidiaryof its Affiliates, (y) reduce the amount of goods or has at any time on or after July 3, 1998 decreased materially its services or supplies that it is willing to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit supply to the Company or any Subsidiary of its Affiliates or (z) materially increase the price of any goods or services that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of it has previously supplied to the Company or any Subsidiary. The Disclosure Memorandum with specific reference of its Affiliates; and, to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier Knowledge of the Company and its Subsidiaries and summaries Company, no such Principal Suppliers plan to do any of the results foregoing. All purchase and sale orders and other commitments for purchases and sales made by the Company or any of its Affiliates in connection with the Business have been made in the ordinary course of business in accordance with past practices, and no payments have been made to any supplier or customers or any of their respective Representatives other than payments to such auditssuppliers or their Representatives for the payment of the invoiced price of supplies purchased or goods sold in the ordinary course of business.

Customers and Suppliers. (a) Section 3.20(a) of the Disclosure Schedule sets forth the top twenty customers of Company and its Subsidiaries (including distributors) (each, a “Material Customer”), based on the dollar amount of consolidated revenues earned by Company and its Subsidiaries for each of the two most recent fiscal years, and the revenues generated from such customers. Except as set forth in on Section 3.20(a) of the Disclosure Memorandum with specific reference to this Section, as of the date hereofSchedule, no customer which individually accounted for more than 1% of the gross revenues of the Company such Material Customer has terminated or materially and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, adversely modified its relationship with a Company Member in the past 12 months and no Company or Member has received any Subsidiarywritten, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case Knowledge of Company, oral notice that (x) any such supplierMaterial Customer has terminated, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel terminate or otherwise terminate materially and adversely modify its relationship with a Company Member or (y) any Material Customer has requested a material decrease in the prices charged by a Company Member, other than in the Ordinary Course of Business or any Subsidiary or to decrease materially its services or supplies pursuant to the Company and all its Subsidiaries or its usage terms of the services underlying Contract; provided that the fact that any particular Contract or products commitment with any Material Customer is scheduled to expire shall not, in and of itself, constitute notice of any of the Company and all its Subsidiaries, foregoing matters so long as the case may beMaterial Customer has not provided notice that it does not intend to renew such Contract or commitment. From and after the date hereof, no customer which individually accounted for more than 5% (b) Section 3.20(b) of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, Schedule sets forth the dates top twenty vendors, suppliers, resellers, service providers or other similar business relation of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries (each, a “Material Supplier”), based on the dollar amount of consolidated amounts paid by Company and summaries its Subsidiaries for goods or services from such Material Supplier for each of the results two most recent fiscal years, the amounts owing to each such Material Supplier, and whether such amounts are past due. Except as set forth on Section 3.20(b) of the Disclosure Schedule, no such audits.Material Supplier has terminated or materially and adversely modified its relationship with a Company Member in the past 12 months and no Company Member has received any written, or to the Knowledge of Company, oral notice that (x) any Material Supplier has terminated, intends to terminate or materially and adversely modify its relationship with a Company Member or (y) any Material Supplier has requested a material increase in the prices charged to a Company Member, other than in the Ordinary Course of Business or pursuant to the terms of the underlying Contract; provided that the fact that any particular Contract or commitment with any Material Supplier is scheduled to expire shall not, in and of itself, constitute notice of any of the foregoing matters, so long as such Material Supplier has not provided notice that it does not intend to renew such Contract or commitment. Section 3.21

Customers and Suppliers. Except as set forth in Schedule 4.25 of the Disclosure Memorandum with specific reference to this SectionSchedule sets forth a true and complete list of (i) the top ten (10) customers of the Company (determined by the amount of total invoiced sales) (“Material Customers”) for the fiscal years ended December 31, as 2018 and 2019 and (ii) the top ten (10) suppliers of the Company (determined by the amount of total payments thereto) for the fiscal years ended December 31, 2018 and 2019 (“Material Suppliers”). As of the date hereofof this Agreement, no customer which individually accounted for more than 1% (i) all Material Customers are current customers, and all Material Suppliers are current suppliers, of the gross revenues of the Company and all Company, (ii) no Material Customer has reduced materially its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship business with the Company on a consolidated basis from the levels achieved during the fiscal year ended December 31, 2019 and (iii) no Material Customer or any SubsidiaryMaterial Supplier has notified the Company in writing, or has at any time on threatened in writing, that it intends to terminate or after July 3materially change in an adverse manner the pricing or other material term of its business with the Company. Section 4.26 No Other Representation or Warranties. NONE OF THE SELLER, 1998 decreased materially its services THE COMPANY, THE COMPANY SUBSIDIARIES, ANY PRINCIPAL SELLER MEMBER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS OR OTHER REPRESENTATIVES HAS MADE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER RELATING TO THE COMPANY OR THE COMPANY SUBSIDIARIES OR THEIR BUSINESS OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE IV AND IN ARTICLE III. Without limiting the generality of the foregoing, except for the representations and warranties contained in Article III and this Article IV (as modified by the Disclosure Schedules hereto), the Seller, the Principal Seller Members and the Company (i) make no other express or supplies implied representation or warranty with respect to the Company, the Company and all its Subsidiaries in the case of any such supplierSubsidiaries, or its usage of the services their business or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier operations or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiariesby this Agreement, and no such customer intends the Company, the Seller and the Principal Seller Members disclaim any other representations or warranties, whether made by the Company, the Seller or the Principal Seller Members or any of their respective Affiliates, and (ii) disclaim all liability and responsibility for any other representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to cancel Purchaser or otherwise terminate its relationship with Affiliates or representatives (including the Company Confidential Information Presentation prepared by KippsDeSanto & Co. and all any opinion, information, projection, document, material or advice that may have been or may be provided or made available to Purchaser or any of its Subsidiaries representatives by the Company, the Seller, the Principal Seller Members or to decrease materially its usage any of the services their respective Affiliates or products of the Company and all its Subsidiariesrepresentatives, including in any online data room or management presentations). Neither the Company nor any Subsidiary has breached, so as to provide a benefit Notwithstanding anything herein to the Company contrary, nothing in this Section 4.26 is intended to modify or any Subsidiary that was not intended by the parties, any agreement with, or engaged limit in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such audits.any

Customers and Suppliers. Except as set forth in (a) Schedule 3.23(a) of the Disclosure Memorandum with specific reference to this Section, as Schedules sets forth a true and complete list of (i) the date hereof, no customer which individually accounted for more than 1% names and addresses of the gross revenues all clients (including all revenue-sharing partners) of the Company and all its Subsidiaries (including the Sellers and their respective Affiliates) with a billing for each such client of (or, in the case of revenue-sharing partners, that share revenues in excess of) $150,000 or more during the 12 month months ended December 31, 2017 (“Major Customers”), (ii) the amount for which each such Major Customer was invoiced during such period preceding and (iii) the date hereof, and no supplier percentage of the consolidated total sales of the Company and all its SubsidiariesSubsidiaries represented by sales to each such Major Customer during such period. No Seller has received any written notice, nor does any Seller have Knowledge, that any of such Major Customers (including the Sellers and their respective Affiliates) (A) has canceled ceased or otherwise terminatedsubstantially reduced, or made any written threat to will cease or substantially reduce, use of products or services of the Company or any Subsidiary its Subsidiaries or (B) has sought, or is seeking, to cancel or otherwise terminate, its relationship with reduce the price it will pay for the services of the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or (C) is contemplating a change to its usage of business or business practices that would result in a reduction to the price Company or its Subsidiaries receives for its products or services or products the volume of the transactions with Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all or its Subsidiaries during for such products and services. None of such Major Customers has otherwise threatened to take any action described in the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation sentence as a result of the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiarythis Agreement. The Disclosure Memorandum with specific reference Contracts pursuant to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of which the Company and its Subsidiaries provide products or services to each such Major Customer (x) will continue to be in full force and summaries effect for a term of at least three years following the Closing Date and (y) are not terminable by such Major Customer for convenience. For purposes of general presentation, Schedule 3.23(a) of the results Disclosure Schedules shall be redacted to the extent necessary to comply with applicable antitrust Laws, and until the end of such auditsthe Marketing Period, and in any event not later than three Business Days prior to the Closing, the only Representatives of the Buyer that shall be permitted to view the un-redacted version of Schedule 3.23(a) of the Disclosure Schedules shall be members of the Clean Team.

Customers and Suppliers. The Customers and Suppliers Schedule sets forth (a) a list of the top twenty (20) customers of the Company and its Subsidiaries on a consolidated basis by sales revenue to such customers, and (b) a list of the top twenty (20) suppliers of the Company and its Subsidiaries on a consolidated basis by dollar value of net purchases from such suppliers, in each case, for the fiscal year ended December 31, 2020 and December 31, 2019. Except as set forth in on the Disclosure Memorandum with specific reference to this SectionCustomers and Suppliers Schedule, as of the date hereofsince December 31, 2020, no customer which individually accounted for more than 1% of listed on the gross revenues of the Company Customers and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, Suppliers Schedule has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, terminated its relationship with the Company or any Subsidiarymaterially decreased the rate of, or materially changed the payment or price terms with respect to, buying products from the Company. As of the date hereof, neither the Company nor any of its Subsidiaries has at received any time on written, or after July 3, 1998 decreased materially its services or supplies to the Company Knowledge of the Company, oral, indication from any of the customers listed on the Customers and all its Subsidiaries in Suppliers Schedule to the case of effect that any such suppliercustomer will stop, materially decrease the rate of, or its usage of materially change the services payment or price terms with respect to, buying products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with from the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary of its Subsidiaries is involved in any dispute with any customer listed on the Customers and Suppliers Schedule that, individually or in the aggregate, would reasonably be expected to materially and adversely impact the business of the Company as currently conducted. Except as set forth on the Customers and Suppliers Schedule, since December 31, 2020 no supplier listed on the Customers and Suppliers Schedule has breachedterminated its relationship with the Company or materially decreased the rate of, so as to provide a benefit or materially changed the payment or price terms with respect to, supplying products or services to the Company or any Subsidiary that was not intended by of its Subsidiaries. As of the partiesdate hereof, neither the Company nor any agreement withof its Subsidiaries has received any written, or engaged in to the Knowledge of the Company, oral, indication from any fraudulent conduct of the suppliers listed on the Customers and Suppliers Schedule to the effect that any such supplier will stop, materially decrease the rate of, or materially change the payment or price terms with respect to, any customer supplying products or supplier of services to the Company or any Subsidiaryof its Subsidiaries. The Disclosure Memorandum Neither the Company nor any of its Subsidiaries is involved in any dispute with specific reference any supplier listed on the Customers and Suppliers Schedule that, individually or in the aggregate, would reasonably be expected to this Section, sets forth materially and adversely impact the dates of each audit conducted since January 1, 1995 by each material supplier business of the Company and its Subsidiaries and summaries of the results of such auditsSubsidiaries, as currently conducted, taken as a whole.

Customers and Suppliers. (a) Schedule 4.20(a)(i) contains a true, correct and complete copy of the Company and each of its Subsidiaries’ standard terms and conditions of service, sales and warranty (the “Company’s Standard Terms of Service”). Schedule 4.20(a)(i) contains a true, correct and complete list of the names and addresses of the ten (10) largest customers of the Company and its Subsidiaries (on a consolidated basis), as measured by the revenue received from such customer during each of the twelve (12) month period ended December 31, 2014 and the eleven (11) month period ended November 30, 2015 (each such customer, a “Top Customer”). Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereofon Schedule 4.20(a)(ii), no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereofTop Customer (x) has cancelled, and no supplier of the Company and all its Subsidiaries, has canceled suspended or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, terminated its relationship with the Company or any Subsidiaryof its Subsidiaries, or (y) has at any time on or after July 3, 1998 decreased materially its services or supplies to notified the Company and all or any of its Subsidiaries Subsidiaries, whether orally or in the case writing (including, without limitation, by facsimile, email or text message) or otherwise, of any such supplierits intention to cancel, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel suspend or otherwise terminate its relationship with the Company or of any Subsidiary or to decrease materially its services or supplies to the Company and all of its Subsidiaries or materially reduce its usage of the services or products of business with the Company and all or any of its Subsidiaries or adversely change the terms upon which it pays for goods or services from the Company or any of its Subsidiaries, as the case may be. From and after the date hereofor (z) is entitled to receive or has claimed in writing any credit, no customer which individually accounted offset or payment for more than 5% of the gross revenues of a failure by the Company and all or any of its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to meet its service level commitments under its Contract with such customer. Neither the Company to cancel or otherwise terminatenor any of its Subsidiaries have been informed by any Top Customer that, for any reason, including without limitation as a result of the consummation of the transactions contemplated by this Agreement or the other agreements contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel will cancel, suspend or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage any of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to materially reduce its business with the Company or any Subsidiary that was not intended by the parties, any agreement withof its Subsidiaries, or engaged in any fraudulent conduct with respect to, any customer adversely change the terms upon which it pays for goods or supplier of services from the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsSubsidiaries.

Customers and Suppliers. Except as set Schedule 7.18 sets forth in the Disclosure Memorandum with specific reference to this Section, as a list of the date hereof, no customer which individually accounted for more than 1% top twenty (20) customers (the “Customers”) of the gross revenues of Business determined by sales (i) for the Company fiscal year ended December 31, 2018 and all its Subsidiaries during (ii) the 12 ten (10) month period preceding the date hereofending on October 31, and no supplier of the Company and all its Subsidiaries2019. No such Customer has, has canceled since January 1, 2019, cancelled or otherwise terminated, terminated or made any written threat modified adversely to the Company or any Subsidiary of its Subsidiaries, or notified the Company or any of its Subsidiaries in writing of an intent to cancel or otherwise terminateterminate or modify adversely to the Company or any of its Subsidiaries, any of its Contracts, volume of business or other material aspect of its business relationship with the Company or any Subsidiaryof its Subsidiaries. Since January 1, 2019, no such Customer has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the relationship with such Customer. There has at not occurred any time on event, happening, or after July 3, 1998 decreased materially its services or supplies to fact which would lead the Company and all its Subsidiaries in the case of to reasonably believe that any such supplier, or its usage of the services or products Customers will not continue to require substantially the same level of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with service and/or product purchases from the Company or any its applicable Subsidiary after the Closing on comparable terms and conditions. Schedule 7.18 sets forth a list of the top twenty (20) suppliers and vendors (the “Key Suppliers”) of the Business determined by dollars paid (x) for the fiscal year ended December 31, 2017, (y) for the fiscal year ended December 31, 2018 and (z) the ten (10) month period ending on October 31, 2019. There are no limited source suppliers or to decrease materially its vendors of significant services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit materials to the Company or any Subsidiary that was of its Subsidiaries to which there are no or few practical alternatives available on comparable terms and conditions (“Limited Source Supplier”). There has not intended by the partiesoccurred any event, any agreement withhappening, or engaged in any fraudulent conduct with respect to, any customer or supplier of fact which would lead the Company to reasonably believe that any Key Supplier or any Subsidiary. The Disclosure Memorandum with specific reference Limited Source Supplier will not continue to this Section, sets forth supply substantially the dates same level and type of each audit conducted since January 1, 1995 products or services purchased by each material supplier of the Company and its Subsidiaries under similar terms and summaries of conditions. Since January 1, 2019, no Key Supplier has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the results of relationship with such auditsKey Supplier. The Company and its Subsidiaries are not, and for the past three years have not been, involved in any material dispute or Proceeding with any Customer or Key Supplier.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as The General Partner has no customers or ----------------------- suppliers. As of the date hereof, no customer which individually accounted for more than 110% of the Limited Partnership's gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its SubsidiariesLimited Partnership, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary Limited Partnership to cancel or otherwise terminate, terminate its relationship with the Company or any SubsidiaryLimited Partnership, or has at any time on or after July 3June 30, 1998 2000 decreased materially its services or supplies to the Company and all its Subsidiaries Limited Partnership in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries Limited Partnership in the case of any such customer, and to the knowledge of the Company Limited Partnership's knowledge, no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary Limited Partnership or to decrease materially its services or supplies to the Company and all its Subsidiaries Limited Partnership or its usage of the services or products of the Company and all its SubsidiariesLimited Partnership, as the case may be. From and after the date hereof, no No customer which individually accounted for more than 5% $50,000 individually, or customers which in the aggregate accounted for more than $100,000, of the Limited Partnership's gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company Limited Partnership to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated herebyby this Agreement, its relationship with the Company and all SubsidiariesLimited Partnership, and to the Limited Partnership's knowledge, no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries Limited Partnership or to decrease materially its usage of the services or products of the Company and all its SubsidiariesLimited Partnership. Neither the Company nor any Subsidiary The Limited Partnership has not knowingly breached, so as to provide a benefit to the Company or any Subsidiary Limited Partnership that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any SubsidiaryLimited Partnership. The Disclosure Memorandum with specific reference to execution and delivery of this Section, sets forth the dates of each audit conducted since January 1, 1995 Agreement by each material supplier of the Company Limited Partnership and its Subsidiaries the General Partner does not, and summaries the consummation of the results transactions contemplated hereby, including but not limited to the dissolution or effective dissolution of such auditsthe Limited Partnership, will not conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under any contract between the Limited Partnership and any customer or supplier.

Customers and Suppliers. Section 3.20 of the Disclosure Schedule sets forth a list of the ten (10) largest customers (the “Top Customers”) and the ten (10) largest suppliers (the “Top Suppliers”) of the Company and its Subsidiaries, as measured by the dollar amount of purchases therefrom or thereby, during both the fiscal year ended December 31, 2017 and as of the date of the Most Recent Balance Sheet (determined, in the case of customers, by the amount of revenues recognized by the Company and its Subsidiaries, collectively, and, in the case of suppliers, by the dollar amount of payments made by the Company and its Subsidiaries, collectively). Except as set forth in on Section 3.20 of the Disclosure Memorandum with specific reference to this SectionSchedule, as since the date of the date hereofMost Recent Balance Sheet, no customer which individually accounted for more than 1% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, such Top Customer or Top Supplier has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, (i) terminated its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all of its Subsidiaries or materially reduced or changed in any significant adverse manner the case of any material terms on which such supplier, Top Customer or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship Top Supplier conducts business with the Company or any Subsidiary of its Subsidiaries, or to decrease materially its services or supplies to (ii) notified the Company and all or its Subsidiaries in writing, or the Company’s Knowledge, orally that it intends to terminate or materially reduce its business with the Company or any of its Subsidiaries or its usage of change in any adverse manner the services terms on which such Top Customer or products of Top Supplier conducts business with the Company and all or any of its Subsidiaries, as the in each case may be. From and after the date hereof, no customer which individually accounted for more other than 5% in connection with non-affirmative expirations of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship existing contracts in accordance with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiariestheir terms. Neither the Company nor any Subsidiary has breachedgiven any notice to any such Top Customer or Top Supplier of any plans to terminate or not renew its existing contract or agreement with such Person, so as to provide a benefit to materially change any of the Company or any Subsidiary that was not intended by the parties, any agreement withterms thereof, or engaged in to stop or materially change the amount of business done with any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsPerson.

Customers and Suppliers. Except as set forth Neither the Company nor any Company Subsidiary has any outstanding material disputes concerning its products and/or services with any customer or distributor who, in the Disclosure Memorandum with specific reference to this Sectionfiscal year ended September 30, as 2007 or the six (6) months ended June 30, 2008, was one of the date hereoften (10) largest sources of revenues for the Company and its Subsidiaries, no customer which individually accounted for more than 1% based on amounts paid or payable (each, a "Significant Customer"), and neither the Company nor any Company Subsidiary has any Knowledge of any material dissatisfaction on the gross revenues part of any Significant Customer. Each Significant Customer is listed on Schedule 3.21(a) of the Company and all its Subsidiaries during the 12 month period preceding the date hereof, and no supplier of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its SubsidiariesDisclosure Schedule. Neither the Company nor any Company Subsidiary has breachedreceived any written, so as to provide a benefit or to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier Knowledge of the Company or any Company Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier oral notice from any Significant Customer that such customer shall not continue as a customer of the Company and its Subsidiaries and summaries (or of the results Surviving Corporation or Acquiror) after the Closing or that such customer intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any revenue by the Company. No customer of the Company has any right to any credit or refund for 38 products sold or services rendered or to be rendered by the Company pursuant to any Contract with or practice of the Company other than pursuant to the Company's normal course return policy, which is described in reasonable detail in Section 3.21 of the Company Disclosure Schedule Neither the Company nor any Company Subsidiary has any outstanding material dispute concerning products and/or services provided by any supplier who, in the fiscal year ended September 30, 2007 or the six (6) months ended June 30, 2008 was one of the ten (10) largest suppliers of products and/or services to the Company, based on amounts paid or payable (each, a "Significant Supplier"), and neither the Company nor any Company Subsidiary has any Knowledge of any material dissatisfaction on the part of any Significant Supplier. Each Significant Supplier is listed on Schedule 3.21(b) of the Company Disclosure Schedule. Neither the Company nor any Company Subsidiary has received any written, or the Knowledge of the Company or any Company Subsidiary, oral notice from any Significant Supplier that such auditssupplier shall not continue as a supplier to the Company (or to the Surviving Corporation or Acquiror) after the Closing or that such supplier intends to terminate or materially modify existing Contracts with the Company (or the Surviving Corporation or Acquiror). The Company and the Company Subsidiaries have access, on commercially reasonable terms, to all products and services reasonably necessary to carry on the Company Businesses, and neither the Company nor any Company Subsidiary has any Knowledge of any reason why it will not continue to have such access on commercially reasonable terms.

Customers and Suppliers. Schedule 3.17 contains a list setting forth the ten (10) largest customers of the µWave Business, by dollar amount, over the twelve (12) months ended March 31, 2016 (and the amount of sales with respect to each such customer during such twelve month period), and the ten (10) largest suppliers of any raw material or component for the µWave Business, by dollar amount, over the twelve (12) months ended March 31, 2016. Except as set forth in the Disclosure Memorandum with specific reference to this SectionSchedule 3.17, as of the date hereof, no customer which individually accounted for more than 1% neither Seller nor any of the gross revenues of the Company and all its Subsidiaries during has received any written notice that any such customer has ceased, or will cease to purchase or license the 12 month period preceding µWave Products, or has reduced, or will reduce, the purchase or license of µWave Products from Seller or any of its Subsidiaries and, to Seller’s knowledge, no such customers or suppliers plan to cease or reduce the purchase or license of µWave Products from Seller or any of its Subsidiaries. As of the date hereof, and no neither Seller nor any of its Subsidiaries has received written notice that any such supplier has taken action to, or will take action to (a) terminate or modify in a manner adverse to Seller its relationship with Seller, (b) reduce the amount of goods or services that it is willing to supply to Seller or any of its Subsidiaries or (c) materially increase the Company and all price of any good or services that it has previously supplied to Seller or any of its Subsidiaries, has canceled or otherwise terminated, or . All purchase and sale orders and other commitments for purchases and sales made any written threat to the Company by Seller or any Subsidiary to cancel or otherwise terminate, its relationship in connection with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all its Subsidiaries µWave Business have been made in the case ordinary course of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries business in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship accordance with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiariespast practices, and no payments have been made to any supplier or customers or any of their respective representatives other than payments to such customer intends to cancel suppliers or otherwise terminate its relationship with their representatives for the Company and all its Subsidiaries or to decrease materially its usage payment of the services invoiced price of supplies purchased or products goods sold in the ordinary course of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results of such auditsbusiness.

Customers and Suppliers. Except as set forth in the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues (a) Schedule 2.21(a) of the Company Disclosure Letter sets forth a complete and all accurate list of the names of the Company’s and its Subsidiaries during Subsidiaries’ twenty five (25) largest customers (determined in accordance with the 12 month period preceding the date hereof, and no supplier of gross revenue received by the Company and all its Subsidiaries) (each, a “Significant Customer”) for the fiscal year ended February 28, 2011. As of the Agreement Date, neither the Company nor any of its Subsidiaries has canceled received any written notice from or otherwise terminated, been informed by any Significant Customer of any intention or made any written threat to terminate or materially reduce purchases from the Company or any Subsidiary to cancel or otherwise terminate, its relationship with the Company or any Subsidiary, or has at any time on or after July 3, 1998 decreased materially its services or supplies to the Company and all of its Subsidiaries (other than ordinary course seasonal fluctuations in the case of any such supplier, or its usage of the services or products of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship demand consistent with the Company or any Subsidiary or to decrease materially its services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiariespast practice). Neither the Company nor any Subsidiary has breachedany outstanding material disputes concerning its products and/or services with any Significant Customer. The Company has not had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any material amount of revenue by the Company. Notwithstanding anything to the contrary herein, so as the parties hereto acknowledge and agree that any failure of any representation or warranty made by the Company in this Section 2.21(a) to provide be true and correct shall not be deemed to be (i) a benefit failure of the condition to the obligations of Acquirer to consummate the transactions contemplated by this Agreement pursuant to Section 6.3(a) or (ii) a material breach by the Company or Holdco of any Subsidiary representation or warranty contained in this Agreement for purposes of Acquirer’s right to terminate this Agreement under clause (i) of Section 7.1(a)(iv); provided, however, that was the parties hereto acknowledge and agree that the foregoing limitation shall not intended by the parties, be deemed to limit or impair any agreement with, or engaged in any fraudulent conduct rights of indemnification pursuant to Article 8 with respect to, to any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries of the results such failure of such auditsrepresentation or warranty to be true and correct and Acquirer shall be entitled to seek indemnification for any such failure under and subject to the terms of Article 8.

Customers and Suppliers. Schedule 3.23 sets forth a list of (a) each of the top ten customers of the Company and its Subsidiaries, taken as a whole (by volume in dollars of sales to such customers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date and the amount of revenues accounted for by such customer during each such period and (b) each of the top five suppliers of the Company and its Subsidiaries, taken as a whole (by volume in dollars of purchases from such suppliers), for the twelve-month period immediately preceding the Most Recent Balance Sheet Date (each such person, a "Major Supplier"). Except as set forth in on Schedule 3.23, since the Disclosure Memorandum with specific reference to this Section, as of the date hereof, no customer which individually accounted for more than 1% of the gross revenues of Most Recent Balance Sheet Date neither the Company and all nor any of its Subsidiaries during the 12 month period preceding the date hereof, and no supplier has received written notice from any customer of the Company and all its Subsidiaries, has canceled or otherwise terminated, or made any written threat to the Company or any Subsidiary of its Subsidiaries, nor, to cancel or otherwise terminatethe Knowledge of the Company, its relationship with has any customer of the Company or any Subsidiaryof its Subsidiaries threatened, that it intends to terminate or materially modify its existing agreement with the Company and its Subsidiaries, or has at any time on or after July 3, 1998 decreased materially its services or supplies reduce the aggregate amount paid to the Company and all its Subsidiaries in for products and services. Except as set forth on Schedule 3.23, since the case Most Recent Balance Sheet Date neither the Company nor any of its Subsidiaries has received written notice from any such supplierMajor Supplier, or its usage nor, to the Knowledge of the services Company, has any Major Supplier threatened, that it intends to terminate or products of materially modify its existing agreement with the Company and all its Subsidiaries in Subsidiaries, or materially increase the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with the Company or any Subsidiary or to decrease materially its services or supplies aggregate amount charged to the Company and all its Subsidiaries or its usage of the services or for products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiariesservices. Neither the Company nor any Subsidiary of its Subsidiaries has breached, so as to provide a benefit to the Company or any Subsidiary that was not intended by the parties, any agreement with, or engaged in any fraudulent conduct with respect to, received written notice from any customer or supplier of the Company or any Subsidiary. The Disclosure Memorandum with specific reference to this Section, sets forth the dates of each audit conducted since January 1, 1995 by each material supplier of the Company and its Subsidiaries and summaries or any Major Supplier that it intends to file a petition under applicable bankruptcy laws or otherwise seek relief from or make an assignment for the benefit of its creditors and, to the results of Company's Knowledge, no such auditsnotice or action has been threatened.

Customers and Suppliers. Except as set Schedule 7.18 sets forth in the Disclosure Memorandum with specific reference to this Section, as a list of the date hereof, no customer which individually accounted for more than 1% top ten (10) customers (the “Customers”) of the gross revenues of Business determined by sales (i) for the Company fiscal year ended December 31, 2018 and all its Subsidiaries during (ii) the 12 two (2) month period preceding the date hereofending on February 29, and no supplier of the Company and all its Subsidiaries2020. No such Customer has, has canceled since January 1, 2019, cancelled or otherwise terminated, terminated or made any written threat modified adversely to the Company or any Subsidiary of its Subsidiaries, or notified the Company or any of its Subsidiaries in writing of an intent to cancel or otherwise terminateterminate or modify adversely to the Company or any of its Subsidiaries, any of its Contracts, volume of business or other material aspect of its business relationship with the Company or any Subsidiaryof its Subsidiaries. Since January 1, 2019, no such Customer has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the relationship with such Customer. There has at not occurred any time on event, happening, or after July 3, 1998 decreased materially its services or supplies to fact which would lead the Company and all its Subsidiaries in the case of to reasonably believe that any such supplier, or its usage of the services or products Customers will not continue to require substantially the same level of the Company and all its Subsidiaries in the case of any such customer, and to the knowledge of the Company no such supplier or customer intends to cancel or otherwise terminate its relationship with service and/or product purchases from the Company or any its applicable Subsidiary after the Closing on comparable terms and conditions. Schedule 7.18 sets forth a list of the top ten (10) suppliers and vendors (the “Key Suppliers”) of the Business determined by dollars paid (x) for the fiscal year ended December 31, 2018, (y) for the fiscal year ended December 31, 2019 and (z) the two (2) month period ending on February 29, 2020. There are no limited source suppliers or to decrease materially its vendors of significant services or supplies to the Company and all its Subsidiaries or its usage of the services or products of the Company and all its Subsidiaries, as the case may be. From and after the date hereof, no customer which individually accounted for more than 5% of the gross revenues of the Company and all its Subsidiaries during the 12 month period preceding the Closing Date, has canceled or otherwise terminated, or made any written threat to the Company to cancel or otherwise terminate, for any reason, including without limitation the consummation of the transactions contemplated hereby, its relationship with the Company and all Subsidiaries, and no such customer intends to cancel or otherwise terminate its relationship with the Company and all its Subsidiaries or to decrease materially its usage of the services or products of the Company and all its Subsidiaries. Neither the Company nor any Subsidiary has breached, so as to provide a benefit materials to the Company or any Subsidiary that was of its Subsidiaries to which there are no or few practical alternatives available on comparable terms and conditions (“Limited Source Supplier”). There has not intended by the partiesoccurred any event, any agreement withhappening, or engaged in any fraudulent conduct with respect to, any customer or supplier of fact which would lead the Company to reasonably believe that any Key Supplier or any Subsidiary. The Disclosure Memorandum with specific reference Limited Source Supplier will not continue to this Section, sets forth supply substantially the dates same level and type of each audit conducted since January 1, 1995 products or services purchased by each material supplier of the Company and its Subsidiaries under similar terms and summaries of conditions. Since January 1, 2019, no Key Supplier has requested in writing any material change in pricing or modification to, or waiver of, any other material term or provision in any Material Contract governing the results of relationship with such auditsKey Supplier. The Company and its Subsidiaries are not, and for the past three years have not been, involved in any material dispute or Proceeding with any Customer or Key Supplier.