Common use of Customers and Suppliers Clause in Contracts

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. Set forth on Schedule 5.32 is a true, correct and complete list, for each of the three (a3) As of years prior to the date hereof: , of the Company's (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingtop 5 customers, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in based on the 24 months ended as percentage of the date of this Agreement, was one Company's revenue generated by such customer during such period and the amount of the 20 largest sources Company's revenue generated from each such customer in each such year, (ii) top 5 suppliers, based upon the value of revenues recognized under GAAP for goods purchased by the Company during such period, and the value of the goods purchased by the Company from each such supplier in each such year, and (iii) top 5 sales people, based upon the revenue generated by the Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) and the amount of revenue generated by such sales people in each such year. To the knowledge of the Company, all supplies and services necessary for the conduct of each Acquired Company's business as presently conducted may be obtained from readily available alternate sources on terms and conditions comparable to those presently available to such Acquired Company. There exists no actual or, to the knowledge of the Company, threatened, termination, cancellation or material limitation of, or any material change in, the business relationship of any Acquired Company Disclosure Schedule lists each Significant Customer and with any such customer or suppliers. To the percentage knowledge of the Company’s total revenues such Significant Customer represented during such period; (iii) , no customer or supplier of any Acquired Company has not received experienced any oral material work stoppage or written notice from any Significant Customer other material adverse circumstance or condition that is reasonably likely to jeopardize or adversely affect the applicable Acquired Company's future relationship with such Significant Customer will not continue as a customer or distributor supplier. There are no pending material disputes or controversies between any customer or supplier of Surviving Corporation after Closing any Acquired Company and such Acquired Company. No customer of any Acquired Company has any right to any credit or that such distributor refund for products sold or customer intends to terminate services rendered or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required rendered by the Company pursuant to modify in any material respect any contract or practice of Company’s services that are material the applicable Acquired Company other than pursuant to the normal course return policy of such Acquired Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. The Customers and Suppliers Schedule attached hereto sets forth (a) As a list of the date hereof: Company’s and its Subsidiaries’ ten largest customers for the twelve-month period ended June 30, 2013, and sets forth opposite the name of each such customer the percentage of consolidated gross revenues attributable to such customer and (b) a list of the Company’s and its Subsidiaries’ material suppliers, which includes (but is not limited to) (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingsponsoring banks, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer Card Associations and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) key providers of software or other services used by the Company and its Subsidiaries in connection with the operation of their respective businesses. Since December 30, 2012, neither the Company nor any of its Subsidiaries has not received any oral or written notice from any Significant Customer that such Significant Customer customer to the effect that, and neither the Company nor any of its Subsidiaries has any Knowledge that, any such customer will not continue as a customer stop, decrease the rate of, or distributor of Surviving Corporation after Closing change the terms (whether related to payment, price or that such distributor or customer intends to terminate or materially modify existing agreements otherwise) with respect to, buying products and/or services from the Company or Surviving Corporation; and any of its Subsidiaries (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected whether as a result of warranty the consummation of the transactions contemplated hereby or liability claims against it to be required to modify in any material respect otherwise). Since December 30, 2012, neither the Company nor any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company its Subsidiaries has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after effect that, and neither the Closing Company nor any of its Subsidiaries has any Knowledge that, any such suppler will stop, decrease the rate of, or that such supplier intends change the terms (whether related to terminate payment, price or materially modify existing agreements otherwise) with respect to, supplying materials, products or services to the Company or any of its Subsidiaries (whether as a result of the Surviving Corporation. (c) To consummation of the transactions contemplated hereby or otherwise). There are no suppliers of products or services to the Company or its Subsidiaries that are material to the Company’s knowledge no supplier, distributor, or customer has any interest business with respect to which practical alternative sources of supply are not generally available on comparable terms and conditions in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Companymarketplace.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a4.17(a) of the Company Disclosure Schedule lists contains (i) each Significant customer who has paid aggregate consideration to the Company for goods or services rendered in an amount greater than or equal to $100,000 for each of the two (2) most recent fiscal years (collectively, the “Material Customers”); and (ii) the amount of consideration paid by each Material Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iiiperiods. Except as set forth in Section 4.17(a) of the Company Disclosure Schedule, the Company has not received any oral notice that any of its Material Customers has ceased, or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate cease after the Closing, to use its goods or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyservices. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b4.17(b) of the Company Disclosure Schedule lists contains (i) each Significant Suppliersupplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to $100,000 for each of the two (2) most recent fiscal years, as well as each supplier of the Company affiliated with any Member (collectively, the “Material Suppliers”); and (iiiii) the amount of purchases from each Material Supplier during such periods. Except as set forth on Section 4.17(b) of the Company Disclosure Schedule, no Material Supplier sells to or supplies the Company on an exclusive basis or is an employee, or deemed an employee, of the Company. None of the Material Suppliers’ employees, officers or agents would reasonably be expected to be deemed the employees, officers or agents of the Company or cause the Company to be responsible in any way for the Indebtedness, Liabilities or obligations of any Material Supplier. Except as set forth in Section 4.17(b) of the Company Disclosure Schedule, no Material Supplier has not received any oral terminated or, within the eighteen (18) month period immediately preceding the Closing Date, materially altered its relationship with the Company or written notice from any Significant Supplier that such supplier will has stated in writing its intention to the Company to not continue as a supplier to do business or to materially alter its relationship with the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving CorporationCompany. (c) To None of the Company or, to the Knowledge of the Company’s knowledge no , any other Affiliate or agent of the Company, or any other Person acting on behalf of or associated with the Company, acting alone or together, has directly or indirectly given or agreed to give any money, gift or similar benefit to any customer, supplier, distributorpurchasing group, employee or agent of any customer has any interest or supplier or other Person who was, is or may be in any real a position to help or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to hinder the business of Companythe Company (including the Business) or assist the Company in connection with any actual or proposed transaction, in each case which may subject the Company to any damage or penalty in any civil, criminal or governmental litigation or proceeding.

Customers and Suppliers. (a) As of the date hereof: Set forth in Schedule 4.21 hereto is (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as a list of the date of this Agreement, was one names and addresses of the 20 ten (10) largest sources customers, and the ten (10) largest suppliers (measured by dollar volume of revenues recognized under GAAP for Company purchases or sales, as the case may be) of the Company, and the percentage of the Company’s Business which each such customer or supplier represents or represented during such period (eacheach of fiscal years 2008, a “Significant Customer”)2009, 2010 and 2011; (ii) Section 3.1.16(a) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company Disclosure Schedule lists and each Significant Customer and person which manufactures any of the percentage of Company’s total revenues such Significant Customer represented during such period's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company has not received and each of the Company's sales representatives. Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any oral modification or written notice from change in, the business relationship of the Company with any Significant Customer that such Significant Customer will not continue as a customer or distributor group of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, resellercustomers listed in Schedule 4.21 hereto, or distributor of Company’s services has asserted any claims of breach of warranty whose purchases individually or in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that the aggregate are material to the operations of the Business of the Company., or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company. Seller and the Company represents that there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, the Seller, or employee of the Company); (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided requires payment by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has for goods whether or not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation.goods are delivered; (c) To restricts the geographical area in which, or the customers to whom, the Company can or does transact Business, or any business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s knowledge no supplier, distributor, or customer has any interest participation in any real program of promotional allowances, cooperative advertising or personaldiscounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, tangible finished goods or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), other property used in or pertaining to the business conduct of Companythe Business.

Customers and Suppliers. (a) As of the date hereof: Set forth in Schedule 4.21 hereto is (i) Company has no material outstanding dispute in excess a list of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as names and addresses of the date ten (10) largest customers and the ten (10) largest suppliers (measured by dollar volume of this Agreementpurchases or sales, was one as the case may be) of the 20 largest sources Company, and the percentage of revenues recognized under GAAP for Company the Company’s Business which each such customer or supplier represents or represented during such period (each, a “Significant Customer”)each of the fiscal years 2008 through 2011; (ii) Section 3.1.16(a) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company Disclosure Schedule lists and each Significant Customer and person which manufactures any of the percentage of Company’s total revenues such Significant Customer represented during such period's products; (iii) a description of the business arrangements (to the extent not reflected in any Contracts or Instruments set forth in Schedule 4.18 hereto) between the Company has not received and each of the Company's sales representatives; Except as set forth in Schedule 4.18 hereto, there exists no actual or threatened termination, cancellation or limitation of, or any oral modification or written notice from change in, the business relationship of the Company with any Significant Customer that such Significant Customer will not continue as a customer or distributor group of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, resellercustomers listed in Schedule 4.21 hereto, or distributor of Company’s services has asserted any claims of breach of warranty whose purchases individually or in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that the aggregate are material to the operations of the Business of the Company., or with any supplier or group or suppliers, listed in Schedule 4.21 hereto, or whose sales individually or in the aggregate are material to the operations of the Business of the Company, and there exists no present condition or state of facts or circumstances known to the Company and the Seller involving customers, suppliers or sales representatives which the Company and the Seller can now reasonably foresee would materially adversely affect the Business of the Company or prevent the Buyer from conducting the Business of the Company after the consummation of the Transaction in essentially the same manner in which it has heretofore been conducted by the Company. Neither the Company, nor the Seller, nor any officer, director, or employee of the Company is a party to any Contract or arrangement that: (a) involves the purchase or sale of goods or services by the Company and provides for payment of any money, or transfer of any property for such goods or services to any Person other than the Company, the supplier or customer purchasing or selling such goods or services, as the case may be, (including, without limitation, any payment or other transfers of property to an officer, director, Seller, or employee of the Company); (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided requires payment by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has for goods whether or not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation.goods are delivered; (c) To restricts the geographical area in which, or the customers to whom, the Company transact Business; (d) restricts the price at which goods or services may be sold by the Company; (e) provides for the Company’s knowledge no supplier, distributor, or customer has any interest participation in any real program of promotional allowances, cooperative advertising or personaldiscounts (whether as the party providing or receiving such allowance or discount); (f) conditions the purchase or sale of one (1) product or service on the purchase or sale of another product or service; or (g) provides that any payment required to be made to the Company for goods or services sold by the Company to any Person is subordinated in right of payment to any indebtedness or obligations of such Person or any other Person; or (h) involves a requirements contract relating to the purchase or sale of inventory, tangible finished goods or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), other property used in or pertaining to the business conduct of Companythe Business.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) 3.22 of the Company Disclosure Schedule lists 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 Significant Customer of the 2018 and 2017 fiscal years and the percentage 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 Section 3.22 of the Company Disclosure Schedule, none of the Subject Customers, Suppliers and Dealers: (i) has terminated or, to the Knowledge of the Company’s total revenues such Significant Customer represented during such period, threatened, either in writing or orally, to terminate or not to renew or extend its relationship with the Company or any of 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 reduce its purchases from or other business with, the Company or any Company Subsidiary; (iii) Company has not received adversely changed its pricing terms or any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor other terms of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements its business with the Company or Surviving Corporationany of its Subsidiaries; and or (iv) no purchaserto the Knowledge of the Company, reseller, has any plan or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard intention to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect do any of Company’s services that are material to Company. the foregoing. Since January 1, 2017, neither the Company nor any of its Subsidiaries has received any complaint from any of its customers or suppliers (b) As including, without limitation, any of the date hereof: (iSubject Company Customers, Suppliers and Dealers) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or the products and/or services provided to or from the Company and/or any of its Subsidiaries, nor has the Company or any of its Subsidiaries had any of its respective products returned by any supplier whoa purchaser thereof, other than complaints and returns made in the 24 months ended as ordinary course of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) business of the Company Disclosure Schedule lists each Significant Supplier; and that, individually or in the aggregate, have not had a material adverse effect on the business, assets, condition (iii) Company has not received any oral financial or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributorotherwise), or customer has any interest in any real or personal, tangible or intangible property, including results of operations of the Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Companyand its Subsidiaries.

Customers and Suppliers. (a) As Schedule 4.25(a) sets forth a list of all customers that have made payments to the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology and the ten (as defined in Section 3.1.2010) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) suppliers of the Company Disclosure Schedule lists and each Significant Customer of its Subsidiaries, taken together, as measured by the dollar amount of payments or purchases therefrom, in each case during each of the fiscal years ended December 31, 2010 and December 31, 2011 and the percentage eleven months ended November 30, 2012, showing the approximate total payments to Company and each of Company’s its Subsidiaries by each such customer and the approximate total revenues purchases by Company and each of its Subsidiaries from each such Significant Customer represented supplier during such period; . (iiib) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a Since December 31, 2011, no customer or distributor supplier listed on Schedule 4.25(a) has terminated its relationship with the Company or any of Surviving Corporation after Closing its Subsidiaries or materially changed the pricing or other terms of its business with the Company or any of its Subsidiaries and no customer or supplier listed on Schedule 4.25(a) has notified Company or any of its Subsidiaries that such distributor or customer it intends to terminate or materially modify existing agreements change the pricing or other terms of its business with the Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute its Subsidiaries, except as disclosed in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”Schedule 4.25(b); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To The relationships of the Company with its suppliers and customers, are, in the good faith opinion of the Company, good commercial working relationships. Except as disclosed on Schedule 4.25(c), none of the Company’s knowledge no suppliersuppliers or customers has canceled, distributorterminated, or customer otherwise materially altered or notified Company, of any intention or otherwise threatened to cancel, terminate, or materially alter its relationship with the Company effective prior to, as of, or within one year after, the Closing. There has not been, and the Company has no reasonable basis to expect that there will be, any interest change in relations with suppliers or customers, as a result of the transactions contemplated by this Agreement or the Ancillary Agreements. There is not any real present condition or personal, tangible state of facts or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining circumstances related to the business of Company’s customers and suppliers that would reasonably be expected to prevent the Business from being carried on after the Closing Date in the same manner as it is presently being carried on.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (Except as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(aset forth on Schedule 5.19(a) of the Company Disclosure Schedule lists Schedule, during the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former customer of the Company or any of its Subsidiaries any written notice or assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures of the Company or one of its Subsidiaries to deliver upon any promises or legal or contractual obligations, and no such assertion of breach, misrepresentation, breach of warranty, design errors or malfunctions, or other failures have been otherwise threatened; or (ii) any current customer of the Company or its Subsidiaries any written notice that such customer has ceased or intends to cease or terminate its use of the products or services of the Company or its Subsidiaries, or reduced or intends to reduce such use, whether or not as a result of the transactions contemplated hereby, or has sought to change the terms for its purchases of such products and services, and no customer has otherwise threatened such a cessation, termination, or change in use or terms, except in each Significant Customer and the percentage case where such alleged breach, misrepresentation, breach of Company’s total revenues such Significant Customer represented during such period; (iii) Company warranty, design errors or malfunctions, or cessation, termination or reduction has not received any oral or written notice from any Significant Customer that such Significant Customer will and would not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends reasonably be expected to terminate or materially modify existing agreements with result in the Company or Surviving Corporation; and (iv) no purchaserits Subsidiaries incurring, resellerindividually or in the aggregate with all other instances thereof, any loss of revenue or distributor other Liability by the Company or any of Company’s services has asserted any claims of breach of warranty its Subsidiaries in excess of $5,000 with regard to such services nor does 100,000. Notwithstanding the foregoing, the Company have any indemnity liability for any such services to purchasers, resellers, makes no representation in this Section 5.19(a) regarding Parent or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyits Affiliates. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended Except as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based set forth on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(bSchedule 5.19(b) of the Company Disclosure Schedule lists each Significant SupplierSchedule, during the past two years, neither the Company nor any of its Subsidiaries has received from: (i) any current or former supplier of the Company or any of its Subsidiaries any notice or assertion of breach, misrepresentation, breach of warranty, or other failures of the Company or any of its Subsidiaries to deliver upon any promises or legal or contractual obligations; and or (iiiii) any current supplier of the Company has not received or any oral or written of its Subsidiaries any notice from any Significant Supplier that such supplier will has ceased or intends to cease or terminate supplying the products or services to the Company or any of its Subsidiaries, or reduced or intends to reduce such supply, whether or not continue as a supplier result of the transactions contemplated hereby, or has sought to change the Surviving Corporation after terms for the Closing supply of such products and services, other than general and customary changes in terms in the ordinary course of business, consistent with past practice, except in each case where such alleged breach, misrepresentation, breach of warranty, failure to deliver, or that such supplier intends cessation, termination or reduction has not and would not reasonably be expected to terminate or materially modify existing agreements with result in the Company or any of its Subsidiaries incurring, individually or in the Surviving Corporationaggregate with all other instances thereof, any additional expense or other Liability in excess of $100,000. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 3.23(a) of the date hereof: Disclosure Schedule sets forth a true and complete list of (i) the names and addresses of the top 20 customers of the Company Group by the amount invoiced during the 12 month period ended February 28, 2015, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the total sales of the Company Group represented by sales to each such customer during such period. No Company Group Member has no material outstanding dispute in excess received any notice or has any reason to believe that any of $50,000 that such clients (A) has been communicated orally ceased or substantially reduced, or will cease or substantially reduce, use of products or services of any Company Group Member or (B) has sought, or is seeking, to change the terms upon which it receives the services of any Company Group Member. None of such clients has otherwise threatened in writing, concerning its business operationsor to the knowledge of the Company, including threatened orally, to take any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, action described in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected preceding sentence as a result of warranty the consummation of the Transactions. No Company Group Member has any current obligation, or liability claims against it any Contract that with subsequent events or circumstances could become an obligation, to be required (i) provide any rebates or refunds to modify any Person, or (ii) limit the amount of fees or the margin applicable to the business conducted by the Company Group with or on behalf of such Person, other than as set out in any material respect any of Company’s services the Contracts that are material were Made Available to CompanyParent. (b) As Section 3.23(b) of the date hereof: Disclosure Schedule sets forth a true and complete list of (i) the top 20 suppliers of the Company has no material outstanding dispute Group (by aggregate purchase price received from the Company Group) from which any Company Group Member received goods, services, or rights (including any licenses to Intellectual Property) during the 12 month period ended February 28, 2015, plus any other suppliers from which any Company Group Member received goods, services, or rights (including any licenses to Intellectual Property), to the extent not already included in excess the list of top 20 suppliers, with an aggregate purchase price for each such supplier of $50,000 or more during the 12 month period ended February 28, 2015 or that provides goods, services, or rights that are material to such Company Group Member’s business or operations, and (ii) the amount for which each such supplier invoiced such Company Group Member during such period. No Company Group Member has received any notice or has any reason to believe that there has been communicated orally or any material adverse change in writingthe price of such goods, concerning technology, productsservices, or services rights provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, productssuch supplier, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with that any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier provide goods, services, or rights to the Surviving Corporation any Company Group Member at any time after the Closing or that Date on terms and conditions substantially the same as those used in its current terms with such Company Group Member, subject to general and customary price increases. No such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributorhas otherwise threatened in writing, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business knowledge of the Company, threatened orally, to take any action described in the preceding sentence as a result of the consummation of the Transactions.

Customers and Suppliers. (a) As Section 3.24(a) of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in Disclosure Schedule sets forth the 24 months ended as top 15 customers of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period Members (including dealers and/or distributors) (each, a “Significant Material Customer”); (ii) Section 3.1.16(a) , based on the dollar amount of consolidated revenues earned by each Company Member for each of the Company Disclosure Schedule lists each Significant Customer two most recent fiscal years and for the current fiscal year, and the percentage of Company’s total revenues generated from such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companycustomers. (b) As Section 3.24(b) of the date hereof: Disclosure Schedule sets forth the top 15 vendor, supplier, reseller, service provider and other similar business relations of any Company Member (each, a “Material Supplier”) by the amount of purchased goods or services over the course of the 12 months ended December 31, 2019, and the nine months ended on September 30, 2020, the amounts owing to each such Person, and whether such amounts are past due. (c) No Material Customer or Material Supplier has given any Company Member or any of its Affiliates, officers, directors, employees, agents or representatives notice that it intends to stop or materially alter its business relationship with any Company Member (whether as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements or otherwise), or has during the past 12 months decreased materially, or threatened to decrease or limit materially, its supply of services or products to, or purchase of products or services from, any Company Member. No Material Customer or Material Supplier intends or has threatened to cancel or otherwise substantially and adversely modify its relationship with any Company Member or to decrease or limit materially, its supply of services or products to, or purchase of products or services from, any Company Member, including any increase in the prices that any such party would charge for products or services. No Material Customer or Material Supplier has advised any Company Member of any material problem or dispute between any Company Member and such Material Customer or Material Supplier. No Material Supplier has provided any Company Member with notice (whether written or oral) that (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally it will not sell raw materials, supplies, component parts, merchandise or in writing, concerning technology, products, any other goods or services provided by required for the manufacture, assembly or production of any supplier whoproduct of any Company Member on terms and conditions substantially similar to those used in its current sales, subject only to general and customary price increases or (ii) it expects in the foreseeable future any material difficulty in obtaining, in the 24 months ended quantity and quality and at a price consistent with past practices, the raw materials, supplies, component parts, merchandise or any other goods or services required for the manufacture, assembly or production of any product of any Company Member. (d) Except as set forth in Section 3.8 of the date of this AgreementDisclosure Schedule, was no Person (aincluding any general contractor) one of the ten largest suppliers of technologyhas made a written claim or Action for indemnification, productsdelay damages, penalties, liquidated damages or services to Company, based on amounts paid or payable, or (b) provided third-party software used other otherwise against any Company Member in connection with any Company TechnologyMember’s performance or activities under any commercial or residential project. Except as set forth in Section 3.8 of the Disclosure Schedule, productsto the Companies’ Knowledge, no Person has any basis to assess or services during such period (eachclaim any indemnification, a “Significant Supplier”); (ii) Section 3.1.16(b) delay damages, penalties, liquidated damages or otherwise under any commercial or residential project. None of the Company Disclosure Schedule lists each Significant Supplier; Members have oversold or overscheduled any of their manufacturing facilities in order to meet any terms or obligations under any residential or commercial projects, including any commercial projects that are subject to any of the Material Contracts. Each of the Company Members has the production capacity, labor capacity, machinery and (iii) Company has not received resources to complete and satisfy any oral or written notice from and all open and/or outstanding residential and commercial orders, including any Significant Supplier that such supplier will not continue as projects under any of the Material Contracts, in a supplier timely and accurate manner prior to the Surviving Corporation after deadlines or delivery dates set forth in the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationunderlying orders. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 2.26 of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as Disclosure Schedule sets forth a true and complete list of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer names and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one addresses of the ten largest suppliers (and for each such supplier the approximate dollar volume and percentage of technologytotal purchases of similar items from all suppliers of such item) of products and services to the Company and the ten largest customers (and for each such customer the approximate dollar volume and percentage of total sales of the Company to all customers) of products and services of the Company during the twelve months ended December 31, products1995, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as set forth in Section 2.26 of the Disclosure Schedule, there exists no actual or, to the Knowledge of Seller, threatened termination, cancellation or limitation of, or services any modification or change in, the business relationship of the Company or any Seller on behalf of the Company with any customer or group of customers which are listed in Section 2.26 of the Disclosure Schedule or which are otherwise material to Company, based on amounts paid or payablethe operations of the Business, or (b) provided third-party software used in connection with any supplier or group of suppliers which are listed in Section 2.26 of the Disclosure Schedule or which are otherwise material to the operations of the Business, and, to the Knowledge of Seller, there exists no present or future condition or state of facts or circumstances involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated in this Agreement), other than those which affect the economy in general or the industry that the Business is part of, which could reasonably be expected to (i) materially adversely affect the Business or the prospects of the Company Technology, products, or services during such period (each, a “Significant Supplier”); 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 heretofore been conducted or (ii) impair, interfere with or terminate the Company's business relationship with the customers listed in Section 3.1.16(b) 2.26 of the Company Disclosure Schedule lists each Significant Supplier; Schedule. Seller has delivered to Purchaser copies of all written Contracts or other arrangements and (iii) Company has not received written summaries of any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to arrangements with the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined customers and suppliers listed in Section 3.1.20(a)(ii)), used in or pertaining to 2.26 of the business of CompanyDisclosure Schedule.

Customers and Suppliers. (a) As of the date hereof: Schedule 3.20, Part (a) sets forth (i) Company has no material outstanding dispute in excess the top ten (10) customers, clients, purchasers and licensees of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as each of the date Companies (taken as a whole), as measured by the revenue with respect to such customer, client, purchaser or licensee reflected on the Company’s audited consolidated statement of this Agreementoperations for the fiscal year ended December 31, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period 2007 (each, a “Significant Major Customer”); , (ii) Section 3.1.16(athe amount of revenue attributable to each such Major Customer during such period and (iii) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s the consolidated total revenue of the Companies represented by the revenues attributable to each such Significant Major Customer represented during such period; . Except as set forth on Schedule 3.20, Part (iiia), as of the date hereof, (i) Company to the Knowledge of the Company, no Major Customer has not received any oral cancelled or written notice from any Significant Customer that such Significant Customer will not continue terminated its relationship with the Companies (taken as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; whole), and (ivii) no purchaserMajor Customer has advised any of the Companies in writing or has advised W▇▇▇▇▇▇ ▇. ▇▇▇▇▇, reseller, M▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or distributor F▇▇▇▇ ▇. ▇▇▇▇▇▇▇ orally or in writing of Company’s services has asserted any claims of breach of warranty in excess of $5,000 its intention to (A) cancel or terminate its relationship with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected the Companies (taken as a result whole) or (B) cease or substantially reduce its purchases of warranty products or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyfrom the Companies (taken as a whole). (b) As Schedule 3.20, Part (b) sets forth a true and complete list of the date hereof: top ten (i10) Company has no material outstanding dispute in excess suppliers and licensors of $50,000 that has been communicated orally each of the Companies from which any of the Companies (taken as a whole) ordered, purchased or in writing, concerning technology, licensed products, goods or services provided services, as measured by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payableaccrued with respect to such orders, purchases or (b) provided third-party software used in connection with any Company Technology, licenses of products, goods or services during from such period supplier or licensor and reflected on the Company’s audited consolidated statement of operations for the fiscal year ended December 31, 2007 (each, a “Significant Major Supplier”); . Except as set forth on Schedule 3.20, Part (b), as of the date hereof, (i) to the Knowledge of the Company, no Major Supplier has cancelled or terminated its relationship with the Companies (taken as a whole), and (ii) Section 3.1.16(b) no Major Supplier has advised any of the Company Disclosure Schedule lists each Significant Supplier; and Companies in writing of its intention to (iiiA) Company has not received any oral cancel or written notice from any Significant Supplier that such supplier will not continue terminate its relationship with the Companies (taken as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)whole), used (B) not sell products, goods or services to any of the Companies or (C) materially increase the prices of any products, goods or services provided to any of the Companies, in or pertaining to each case following the business of CompanyClosing.

Customers and Suppliers. (a) Set forth in Section 4.24(a) of the Disclosure Schedule, or as provided separately to the Buyer’s Representatives, is a complete and accurate list of the 15 largest customers of the Transferred Companies, taken as a whole, by revenue for the period beginning on November 1, 2009 and ending on October 31, 2010 (collectively, the “Top Customers”). As of the date hereof: (i, except as set forth in Section 4.24(a) of the Disclosure Schedule, none of the Top Customers has given notice to any of the Transferred Companies or their respective Affiliates that, and the Company has no material outstanding dispute Knowledge that (provided that Knowledge shall be limited to the actual knowledge of the Company without inquiry), any Top Customer intends to reduce its purchases of goods or services from any Transferred Company, to make any modification or change in excess of $50,000 that has been communicated orally or in writing, concerning to terminate its business operations, including any Company Technology (as defined in Section 3.1.20) or services relationship with any distributor Transferred Company; provided, however, that, other than as to whether any notice to, or customer whoconsent from, any such Person is required in connection with the 24 months ended as of the date of transactions contemplated in this Agreement, was one the Transferred Companies and the Sellers make no representation as to the ramifications on the relationship with any of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) customers of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected Transferred Companies as a result of warranty the intended transactions contemplated herein and specifically the acquisition of the Transferred Shares by the Buyer. Except as set forth in Section 4.24(a) of the Disclosure Schedule, none of the Transferred Companies or liability their respective Affiliates has had any material disputes during the one year period prior to the date hereof with, and no claims against it or relating to be required any Transferred Company have been made by, any Top Customer. The Transferred Companies are the customer of record of all telephone numbers issued to modify in any material respect any of Company’s services that are material to Companyits customers in connection with the Business and obtain all such telephone numbers from licensed telecommunications carriers. (b) Set forth on Schedule 4.24(b) of the Disclosure Schedule, or as provided separately to the Buyer’s Representatives, is a complete and accurate list of the 10 largest suppliers of the Transferred Companies, taken as a whole, by expense for the period beginning on November 1, 2009 and ending on October 31, 2010 (collectively, the “Top Suppliers”). As of the date hereof: (i) , none of the Top Suppliers has given notice to any of the Transferred Companies or their respective Affiliates that, and the Company has no Knowledge that (provided that Knowledge shall be limited to actual knowledge of the Company without inquiry), any Top Supplier intends to alter or change the pricing of or any material outstanding dispute in excess terms with respect to its supply of $50,000 that has been communicated orally goods or in writing, concerning technology, productsservices to any Transferred Company, or services provided by to terminate its business relationship with any supplier whoTransferred Company; provided, however, that, other than as to whether any notice to, or consent from, any such Person is required in connection with the 24 months ended as of the date of transactions contemplated in this Agreement, was (a) one the Transferred Companies and the Sellers make no representation as to the ramifications on the relationship with any of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, the Transferred Companies as a “Significant Supplier”); (ii) Section 3.1.16(b) result of the Company Disclosure Schedule lists each Significant Supplier; intended transactions contemplated herein and (iii) Company specifically the acquisition of the Transferred Shares by the Buyer. None of the Transferred Companies or their respective Affiliates has not received had any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier material disputes during the one year period prior to the Surviving Corporation after the Closing date hereof with, and no claims against or that such supplier intends relating to terminate or materially modify existing agreements with any Transferred Company or the Surviving Corporationhave been made by, any Top Supplier. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Schedule 3.22(a) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of the top 20 customers of the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingbased on amount invoiced (including, concerning if applicable, any Seller Party and its business operations, including any Company Technology Affiliates) during (as defined in Section 3.1.20x) or services with any distributor or customer who, in the 24 12 months ended as of December 31, 2018 and (y) the date of this Agreementeight months ended August 31, 2019, (ii) the amount for which each such customer was one of the 20 largest sources of revenues recognized under GAAP for Company invoiced during such period and (each, a “Significant Customer”); (iiiii) Section 3.1.16(a) the percentage of the total sales of the Company Disclosure Schedule lists represented by sales to each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented customer during such period; (iii) . The Company has not received any oral notice nor has any reason to believe that any of such clients (A) has ceased or written notice from any Significant Customer that such Significant Customer substantially reduced, or will not continue as a customer cease or distributor substantially reduce, use of Surviving Corporation after Closing products or that such distributor or customer intends to terminate or materially modify existing agreements with services of the Company or Surviving Corporation; and (ivB) no purchaser, resellerhas sought, or distributor is seeking, to reduce the price it will pay for the services of the Company’s services . None of such clients has asserted otherwise threatened to take any claims of breach of warranty action described in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected the preceding sentence as a result of warranty or liability claims against it to be required to modify in any material respect any the consummation of Company’s services that are material to Companythe transactions contemplated by this Agreement. (b) As Schedule 3.22(b) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) the top 20 suppliers of the Company based on amount invoiced (including, if applicable, any Seller Party and its Affiliates) from which the Company ordered products or services during (x) the 12 months ended December 31, 2018 and (y) the eight months ended August 31, 2019 and (ii) the amount for which each such supplier invoiced the Company during such period. The Company has no material outstanding dispute in excess of $50,000 not received any notice nor has any reason to believe that there has been communicated orally or any material adverse change in writing, concerning technology, products, the price of such supplies or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, productssuch supplier, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with that any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier sell supplies or services to the Surviving Corporation Company at any time after the Closing or that Date on terms and conditions substantially the same as those used in its current sales to the Company, subject to general and customary price increases. No such supplier intends has otherwise threatened to terminate or materially modify existing agreements with Company or take any action described in the Surviving Corporationpreceding sentence as a result of the consummation of the transactions contemplated by this Agreement. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Schedule 3.21(a) of the date hereof: Disclosure Schedules sets forth the top twenty (i20) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as customers of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (including distributors) (each, a “Significant Material Customer”); (ii) Section 3.1.16(a) , based on the dollar amount of consolidated revenues earned by the Company Disclosure Schedule lists each Significant Customer for the fiscal year ended December 31, 2020, and the percentage of Company’s total revenues generated from each such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companycustomer. (b) As Schedule 3.21(b) of the date hereof: Disclosure Schedules sets forth (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingthe top twenty (20) vendors, concerning technologysuppliers, productsresellers, or services provided by any supplier who, in the 24 months ended as service providers and other similar business relation of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Material Supplier”); ) based on the dollar amount of consolidated payments made to such relation for the fiscal year ended December 31, 2020 and whether such amounts are past due and (ii) to the extent not included in Section 3.1.16(b) 3.21(b), each vendor, supplier, reseller, service provider and other similar business relation of the Company Disclosure Schedule lists each Significant Supplier; and to whom any amounts are past due greater than twelve (iii12) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationmonths. (c) No Material Customer or Material Supplier has given the Company or its Affiliates, officers, directors, employees, agents or representatives, notice that it intends to stop or materially alter its business relationship with the Company (whether as a result of the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or otherwise), or has during the past twelve (12) months decreased materially, or threatened in writing to decrease or limit materially, its supply of services or products to, or purchase of products or services from the Company (provided that ordinary course fluctuations in revenues from a Material Customer or payments to a Material Supplier shall be specifically excepted from this Section 3.21(c)). To the Company’s knowledge Knowledge, (i) no supplierMaterial Customer or Material Supplier has expressed to the Company an intention to cancel or otherwise substantially modify its relationship with the Company or to decrease or limit materially, distributorits supply of services or products to, or customer purchase of products or services from, the Company, (ii) no Material Customer or Material Supplier has advised the Company in writing of any interest in material problem or dispute with any real Material Customer or personal, tangible Material Supplier and (iii) the transactions contemplated by this Agreement and the other Transaction Documents will not adversely affect the relationship of the Company with any Material Customer or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of CompanyMaterial Supplier.

Customers and Suppliers. Section 3.23 of the Schedules sets forth a list of the Group Companies’ (a) As of the date hereof: top five (i5) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Companycustomers, based on amounts paid for goods or payableservices for the Company’s fiscal year ending December 31, or 2020, and for the trailing nine (9) month period ending September 30, 2021, showing the approximate total sales by the Group Companies to each such material customer (each such customer, a “Material Customer”) and (b) provided third-party software used in connection with any Company Technology, products, (i) the top five (5) suppliers and vendors of goods and services to the Group Companies based on amounts paid for goods or services for Company’s fiscal year ending December 31, 2020, and for the trailing nine (9) month period ending September 30, 2021, and the approximate total purchases by the Group Companies from each such material supplier, during each such period (eachperiod, a “Significant Supplier”); (ii) Section 3.1.16(b) any sole source supplier of any good or services of the Company Disclosure Schedule lists each Significant Supplier; Group Companies, other than any sole source supplier providing goods or services for which the Group Companies can readily obtain a replacement supplier without a material increase in the cost of supply and (iii) Company has not received any oral manufacturer of any goods of the Group Companies, other than any manufacturer manufacturing or written notice from any Significant Supplier that producing goods for which the Group Companies can readily obtain a replacement manufacturer without a material increase in the cost of supply (each such supplier will not continue listed in the foregoing (i)-(iii), a “Material Supplier”). No such Material Customer or Material Supplier listed on Section 3.23 of the Schedules, has (a) terminated its relationship with any of the Group Companies, (b) as a supplier of the date hereof, to the Surviving Corporation after Knowledge of the Closing or that such supplier intends to terminate Company, materially reduced its business with any of the Group Companies or materially modify existing agreements and adversely modified its relationship with Company or any of the Surviving Corporation. Group Companies, (c) To as of the date hereof, to the Knowledge of the Company’s knowledge , notified any of the Group Companies of its intention to take any such action and, to the Knowledge of the Company, no supplier, distributorsuch Material Customer or Material Supplier is contemplating such action, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining d) to the business Knowledge of the Company, become insolvent or subject to bankruptcy proceedings.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) 3.19 of the Company Disclosure Schedule lists sets forth a true and complete list of each Significant Customer of the top ten customers of the Company and its Subsidiaries (by revenues as recorded in the Company’s consolidated books and records) (the “Material Customers”), for the fiscal year ended May 31, 2007, and the percentage amount of Company’s total revenues recorded for each such Significant Material Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyfiscal year. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) 3.19 of the Company Disclosure Schedule lists sets forth a true and complete list of each Significant Supplier; of the top ten suppliers of the Company and its Subsidiaries (iiiby expenses paid by the Company as recorded in the Company’s consolidated books and records) (the “Material Suppliers”), for the fiscal year ended May 31, 2007, and the amount of expenses paid by the Company has not received any oral or written notice from any Significant to each Material Supplier that during such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationfiscal year. (c) To Except as set forth in Section 3.19 of the Company Disclosure, since June 1, 2007, no Material Supplier or Material Customer (i) has provided the Company or its Subsidiaries any notice or communication terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, or otherwise reflecting a material adverse change in, the business relationship between such Material Supplier or Material Customer and the Company and its Subsidiaries, (ii) in the case of any Material Customer, has returned or, to the Company’s knowledge no supplierKnowledge, distributorthreatened to return, a material amount of any of the products, equipments or goods purchased from the Company or its Subsidiaries, or customer (iii) has cancelled or otherwise terminated any interest in any real Company Contract or personal, tangible purchase or intangible property, including sales order with the Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining that was material to the business of the Company and its Subsidiaries. (d) Except as set forth in Section 3.19 of the Company Disclosure, since January 1, 2004, no customer of the Company or its Subsidiaries that has purchased any vessels from the Company or its Subsidiaries for an aggregate price of more than $100,000 (any such customer, a “Vessels Customer”) (i) has provided the Company or its Subsidiaries any notice or communications terminating, suspending, or reducing in any material respect, or specifying an intention to terminate, suspend or reduce in any material respect in the future, the business relationship between the Company and its Subsidiaries and such Vessel Customer, as applicable, (ii) has returned or, to the Company’s Knowledge, threatened to return, uninstall or replace any of the vessels purchased from the Company or its Subsidiaries, or (iii) has cancelled or otherwise terminated any Company Contract or purchase order with the Company that was material to the business of the Company and its Subsidiaries. For purposes of clarification, a Vessels Customer shall not be deemed to have terminated, suspended or reduced in any material respect its business relationship with the Company or its Subsidiaries (and no disclosure on Section 3.19 of the Company Disclosure shall be required) solely because such Vessels Customer purchased all of the vessels that it originally intended to purchase from the Company or its Subsidiaries.

Customers and Suppliers. (a) As Section 2.26 of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as AVS Disclosure Schedule sets forth a true and complete list of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer names and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one addresses of the ten largest suppliers (and for each such supplier the dollar volume and percentage of technologytotal purchases of similar items from all suppliers of such item) of products and services to AVS and the ten largest customers (and for each such customer the dollar volume and percentage of total sales of AVS to all customers) of products and services of AVS during the 12 months ended December 31, products1998 and December 31, 1999, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as set forth in Section 2.26 of the AVS Disclosure Schedule, there exists no actual or, to the knowledge of AVS, threatened termination, cancellation or limitation of, or services any modification or change in, the business relationship of AVS with any customer or group of customers which are listed in Section 2.26 of the AVS Disclosure Schedule or which are otherwise material to Company, based on amounts paid or payablethe operations of the Business, or (b) provided third-party software used in connection with any Company Technology, products, supplier or services during such period (each, a “Significant Supplier”); (ii) group of suppliers which are listed in Section 3.1.16(b) 2.26 of the Company AVS Disclosure Schedule lists each Significant Supplier; or which are otherwise material to the operations of the Business, and (iii) Company AVS has not received any oral report or written notice other information from any Significant Supplier employee, sales representative or other Person who reports to AVS on such matters in the ordinary course of business regarding the existence of any present or future condition or state of facts or circumstances involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated in this Agreement) that such supplier will not continue as a supplier to would materially adversely affect the Surviving Corporation Business or the prospects of AVS or the Business or prevent the conduct of the Business after the Closing consummation of the transactions contemplated in this Agreement on substantially the same terms as the Business has been conducted. AVS has delivered to MUSE copies of all written Contracts or that such supplier intends to terminate or materially modify existing agreements other arrangements and written summaries of any oral arrangements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined customers and suppliers listed in Section 3.1.20(a)(ii)), used in or pertaining to 2.26 of the business of CompanyAVS Disclosure Schedule.

Customers and Suppliers. (a) As Section 2.30 to the Company Disclosure Schedule sets forth a list of names, addresses and key data for the date hereof: fifteen largest customers (i) who maintained accounts with the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of October 31, 1997) and the date fifteen largest suppliers (measured in each case by dollar volume of this Agreementpurchases or sales during the year ended October 31, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a1997) of the Company Disclosure Schedule lists each Significant Customer and the percentage dollar amount of Company’s total revenues purchase or sales which each such Significant Customer customer or supplier represented during such period; (iii) the fiscal year ended October 31, 1997. Except as disclosed in Section 2.30 to the Company has not received Disclosure Schedule, there exists no actual or threatened termination, cancellation, or limitation of, or any oral modification or written notice from change in, the business relationship with any Significant Customer that such Significant Customer will not continue as a of the customer or distributor group of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, resellercustomers listed, or distributor whose purchases individually or in the aggregate are material to the operation of the Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To with any supplier or group of suppliers listed, or whose sales individually or in the aggregate are material to the operation of the business and, to the knowledge of the Company’s knowledge, there exists no present condition or state of facts or circumstances involving customers, suppliers or sales representatives and their relationships with the Company which could not reasonably be expected as to have a result material adverse effect or prevent the conduct of warranty or liability claims against it to be required to modify the business after the consummation of the transactions contemplated by this Agreement in any material respect any of Company’s services that are material to Companyessentially the same manner in which such business has heretofore been conducted. (b) As Since October 31, 1996, neither the Company nor any affiliate thereof has lost or been notified, directly or indirectly, in writing that it will lose (and, to the knowledge of the date hereof: (i) Company, no customer has notified the Company has no material outstanding dispute in excess of $50,000 or any affiliate thereof that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier whothe Company would, in the 24 months ended as event of consummation of the date of transactions contemplated by this Agreement, was (alose) one any customer or group of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) related customers of the Company Disclosure Schedule lists each Significant Supplier; and that generated (iii) Company has not received any oral individually or written notice from any Significant Supplier that such supplier will not continue as a supplier related group) sales for the year ended October 31, 1997 equal to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationgreater than $50,000. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 4.28(a) of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingDisclosure Letter sets forth, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one the top ten (10) customers and the top five (5) suppliers or manufacturers, in each case, based on the aggregate Dollar value of the 20 largest sources Company’s and its Subsidiaries’ transaction volume with such counterparty during the trailing twelve months for the period ending December 31, 2020 (each group of revenues recognized under GAAP for Company during such period (eachPersons, a respectively, the “Significant CustomerTop Customers” and “Top Suppliers”); . (iib) Except as set forth on Section 3.1.16(a4.28(b) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaserLetter, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As none of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally Top Customers or in writingTop Suppliers has, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one notified the Company or any of the ten largest suppliers of technology, productsCompany’s Subsidiaries in writing, or services to the Company’s knowledge, verbally: (i) that it will, or, to the knowledge of the Company, based on amounts paid has threatened to, terminate, cancel, materially limit or payable, materially alter and adversely modify any of its existing business with the Company or any of the Company’s Subsidiaries (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”other than due to the expiration of an existing contractual arrangement); or (ii) Section 3.1.16(b) of that it is in a material dispute with the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing its Subsidiaries or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationtheir respective businesses. (c) To No Top Supplier or Top Customer of the Company or any of its Subsidiaries shall either (i) have a right to terminate or modify (in a manner that would be materially adverse to the Company and its Subsidiaries taken as a whole) any Contract with the Company or any of the Company’s knowledge no supplier, distributor, Subsidiaries as a result of any of the transactions contemplated by this Agreement; or customer has (ii) be required to consent to or be notified of any interest of the transactions contemplated by this Agreement. (d) No party to any joint venture or partnership arrangement entered into by the Company or any of its Subsidiaries shall (i) have a right to terminate or modify (in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining a manner that would be materially adverse to the business Company and its Subsidiaries taken as a whole) any Contract with the Company or any of the Company’s Subsidiaries as a result of any of the transactions contemplated by this Agreement; or (ii) be required to consent to or be notified of any of the transactions contemplated by this Agreement.

Customers and Suppliers. (a) As Schedule 4.11 contains a true and complete list of the date hereof: (i) Company has no material outstanding dispute the names of, and the dollar volume and percentage of products or services purchased from, each of the 10 largest suppliers of products and services to the Business during its 1996 fiscal year and the first nine months of its 1997 fiscal year and (ii) the dollar volume and percentage of sales to each of the 10 largest customers (in excess terms of $50,000 that has been communicated orally or sales and gross profits (which will be treated as Buyer Confidential Information and will not be disclosed in writing, concerning its business operations, including any Company Technology (as defined filing except to the extent required by any Legal Requirement and then only in accordance with the procedures set forth in Section 3.1.206.3, if applicable) of products and services of the Business during such periods. Seller has not received notice from any such customer or services supplier that it does not intend to continue, or currently is contemplating ceasing, business dealings with Seller. 4.12 Transactions with Related Persons. Schedule 4.13 contains a true and complete description of all transactions relating to the Business or the Acquired Assets between Seller, or any distributor Benefit Plan of Seller or customer whoany of its Related Persons or any other Related Person of Seller that have occurred since December 31, in the 24 months ended 1994, or that have not been fully performed and discharged as of the date of this Agreement (whether under any of the Contracts listed on Schedule 4.5 or otherwise), excluding purchases from the Business of Inventory in the ordinary course of business on customary, arms'-length terms. For purposes of this Agreement, was one a "Related Person" of a specified person is (i) an Affiliate of the 20 largest sources of revenues recognized under GAAP for Company during such period (eachperson specified, a “Significant Customer”); (ii) Section 3.1.16(a) a director or officer of any of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; foregoing referred to in this sentence, (iii) Company has not received a spouse, parent, sibling, child, mother-or father-in-law, son-or daughter-in-law, or brother-or sister-in-law of any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends the foregoing referred to terminate or materially modify existing agreements with Company or Surviving Corporation; in this sentence, and (iv) no purchaser, reseller, any trust or distributor of Company’s services has asserted any claims of breach of warranty other estate in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect which any of Company’s services that are material the foregoing referred to Company. (b) As in this sentence has a substantial beneficial interest or as to which any of the date hereof: (i) Company has no material outstanding dispute foregoing referred to in excess of $50,000 that has been communicated orally this sentence serves as trustee or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationsimilar fiduciary capacity. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a3.18(a) of the Company Disclosure Schedule lists each Significant Customer sets forth a true, correct and complete list of the twenty (20) largest customers (“Material Customers”) of the Paragon Companies (based on sales revenues) to whom, or on whose behalf, the Paragon Companies provided goods during the fiscal year ended December 31, 2017, and the percentage aggregate dollar amount of Company’s total revenues purchases from the Paragon Companies by each such Significant Material Customer represented during each such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b3.18(b) of the Company Disclosure Schedule lists each Significant Supplier; sets forth a true, correct and complete list of the twenty (iii20) Company has not received any oral largest suppliers or written notice from any Significant Supplier that such supplier will not continue as a supplier vendors (“Material Suppliers”) based on dollar value to the Surviving Corporation after Paragon Companies for the Closing or that fiscal year ended December 31, 2017, and the dollar amount of purchases from each such supplier intends to terminate or materially modify existing agreements with Company or the Surviving CorporationMaterial Supplier during each such period. (c) To Company’s knowledge Since January 1, 2017, no supplierMaterial Supplier or Material Customer (i) has provided the Paragon Companies any written notice terminating, distributorsuspending or reducing in any respect, or customer has any interest specifying an intention to terminate, suspend or reduce in any real respect in the future, the business relationship between such Material Supplier or personalMaterial Customer and the Paragon Companies, tangible or intangible property(ii) has cancelled or otherwise terminated any Material Contract including, including without limitation, as a result of any failure by any Material Supplier or Material Customer to provide the Company Owned Intellectual Property notice of renewal or non-renewal on or prior to the date by which such notice was required to be given under such Material Contract and (as defined in Section 3.1.20(a)(ii)iii), used in or pertaining none of the top five (5) Material Customers set forth on Section 3.18(a) of the Company Disclosure Schedule (the “Top Five Customers”) has provided written notice, nor to the business actual knowledge of ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇ oral notice, that it will adversely modify in any material respect its purchases from any Paragon Company. To the Knowledge of the Company, there are no outstanding disputes between the Paragon Companies, on the one hand, and any Material Customer or Material Supplier, on the other hand. No Material Customer, or third party acting on behalf of, or as a subcontractor to, any Material Customer, is on the date hereof, to the Knowledge of the Company, procuring requests for proposals (RFPs) or bids, whether formal or informal, from, or otherwise soliciting the interest of, any Person in respect of goods of the nature that are currently provided to such Material Customer by the Paragon Companies under any Material Contract.

Customers and Suppliers. (aSchedule 5.25(a)(i) As of the date hereof: accurately sets forth (i) Company has no material outstanding dispute in excess an accurate and complete list of $50,000 that has been communicated orally or in writingthe names of the Company’s 10 largest customers for (A) the fiscal year ended December 31, concerning its business operations, including any Company Technology 2021 and (as defined in Section 3.1.20B) or services with any distributor or customer who, in the 24 months ended year to date as of June 30, 2022 (the date of this Agreementcustomers required to be listed on Schedule 5.25(a)(i), was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (eachcollectively, a “Significant CustomerTop Customers”); and (ii) Section 3.1.16(a) the amount of consideration paid by each Top Customer during such periods. Since December 31, 2021, no Top Customer has terminated or adversely modified in any material respect the amount, pricing, frequency or terms of the business such Top Customer conducts with the Company Disclosure Schedule lists each Significant Group other than normal fluctuations in purchasing activity that are not the result of a deterioration of the relationship with such Top Customer. The Company Group is not engaged in any material dispute with any Top Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any written, or to the Knowledge of Seller, oral notice of, any such dispute. Except as set forth on Schedule 5.25(a)(ii) or written notice from any Significant Customer that such Significant Customer will as would not continue reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a customer whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Customer, (x) all Top Customers continue to be customers of the applicable member of the Company Group, (y) no Top Customer has ceased to use its goods or distributor services or to otherwise terminate, materially and adversely modify or materially reduce its relationship with the Company Group (and none of Surviving Corporation after Closing the members of the Company Group have received any written, or to the Knowledge of Seller, oral notice that such distributor or customer any of its Top Customers intends to terminate do so or materially modify existing agreements with otherwise has Knowledge of any facts, events, conditions or circumstances that would reasonably be expected to result in any Top Customer doing so) from the levels achieved during the fiscal year ended December 31, 2021 and (z) no Top Customer has communicated to the Company Group, in writing, or Surviving Corporationto the Knowledge of Seller, orally, that it has not passed such Top Customer’s audit. (cs) Schedule 5.25(b)(i) sets forth (i) an accurate and complete list of the names and addresses of the Company’s 10 largest suppliers for (A) the fiscal year ended December 31, 2021 and (B) year to date as of June 30, 2022 (the customers required to be listed on Schedule 5.25(b)(i), collectively, “Top Suppliers”); and (ivii) the amount of purchases from each Top Supplier during such periods. Since December 31, 2021, no purchaser, reseller, Top Supplier has terminated or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify adversely modified in any material respect any of Company’s services that are material to Company. (b) As the amount, pricing, frequency or terms of the date hereof: (i) business such Top Supplier conducts with the Company has no Group. The Company Group is not engaged in any material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; Top Supplier and (iii) Company has not received any written, or to the Knowledge of Seller, oral notice of, any such dispute. Except as set forth on Schedule 5.25(b)(ii) or written notice from any Significant Supplier that such supplier will as would not continue reasonably be expected, individually or in the aggregate, to be material to the Company Group, taken as a supplier whole, (w) the Company Group is in compliance with and not in breach of any Contract with any Top Supplier, (x) all Top Suppliers continue to be suppliers of the applicable member of the Company Group, (y) no Top Supplier has ceased to supply goods or services to such member of the Company Group or otherwise terminated, materially and adversely modified or materially reduced its relationship with any member of the Company Group (and none of the members of the Company Group have received any written, or to the Surviving Corporation after the Closing or Knowledge of Seller, oral notice that such supplier any of its Top Suppliers intends to terminate do so or materially modify existing agreements with otherwise has Knowledge of any facts, events, conditions or circumstances that would reasonably be expected to result in any Top Supplier doing so) from the levels achieved during the fiscal year ended December 31, 2021 and (z) no Top Supplier has communicated to the Company or the Surviving Corporation. (c) To Company’s knowledge no supplierGroup, distributorin writing, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business Knowledge of CompanySeller, orally, that it has not passed such Top Supplier’s audit.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a2.19(a) of the Company Disclosure Schedule lists each Significant Customer sets forth a list of the 20 largest customers (based on the dollar amount of sales) of the Company and its subsidiaries (i) for the last fiscal year most recently completed and (ii) for 2020 from January 1 through August 31 (collectively, the “Key Customers”). Since January 1, 2020, none of the Key Customers has (x) terminated, not renewed, or reduced materially, or to the Knowledge of the Company has threatened to terminate, not renew or reduce materially, its business with the Company or any of its subsidiaries, and the percentage Company does not have Knowledge of Company’s total revenues such Significant Customer represented during such period; (iii) Company any facts or circumstances that exist or have occurred that would indicate that there has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing been, or that such distributor would be reasonably likely to result in, a termination, non-renewal or customer intends material reduction by any Key Customer of its business with the Company or any of its subsidiaries, (y) materially altered its pattern of payments to terminate the Company or its subsidiaries or materially modify existing agreements altered its business relationship with the Company or Surviving Corporation; and (iv) no purchaser, resellerits subsidiaries, or distributor of Company’s services has asserted (z) made any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasersmaterial complaint regarding pricing, resellersproduct quality or service, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in demanded any material respect any of Company’s services that are price adjustment material to Companythe business done with such Key Customer. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b2.19(b) of the Company Disclosure Schedule lists each Significant Supplier; sets forth a list of the 10 largest suppliers (based on the dollar amount of total purchases) of the Company and its subsidiaries (i) for the last fiscal year most recently completed and (iiiii) for 2020 from January 1 through August 31 (collectively, the “Key Suppliers”). Since January 1, 2020, none of the Key Suppliers has (x) terminated or not renewed its business or relationship with the Company or its subsidiaries or reduced materially its supply of materials, products, components or services to the Company or its subsidiaries, or to the Knowledge of the Company has threatened to do so, and the Company does not received have Knowledge of any oral facts or written notice from any Significant Supplier circumstances that such supplier will not continue as exist or have occurred that would indicate that there has been, or that would be reasonably likely to result in, a supplier termination or non-renewal of a Key Supplier’s business or relationship with the Company or its subsidiaries or a material reduction in a Key Supplier’s supply of materials, products, components or services to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or its subsidiaries, (y) materially altered its business relationship with the Surviving CorporationCompany or its subsidiaries, or (z) made any material complaint regarding pricing or payment or demanded any price adjustment material to the business done with such Key Supplier. (c) To Company’s knowledge no supplierSince January 1, distributor2020, each of the Company and its subsidiaries (i) has continued all pricing, sales, receivables or payables production practices in accordance with GAAP and in the ordinary course of business and (ii) has not engaged in (A) any trade loading practices or any other promotional sales or discount activity with any customers with the effect of accelerating to pre-Closing periods sales that would otherwise be expected (based on past practice) to occur in post-Closing periods, (B) any practice that would have the effect of accelerating to pre-Closing periods collections of receivables or payments by Company or any of its subsidiaries, in each case that would otherwise be expected (based on past practice) to be made in pre-Closing periods, (C) any other promotional sales, discount activity or deferred revenue activity, in each case in this clause (C) in a manner outside the ordinary course of business, or customer has (D) any interest forward purchasing programs with suppliers with the effect of accelerating to pre-Closing periods rebate or other income earned from such suppliers. (d) The terms and conditions of any rebates payable to any Key Customer and the payment schedule with respect to such rebates, if any, are set forth in any real or personal, tangible or intangible property, including the applicable Commitment with such customer. Section 2.19(d) of the Company Owned Intellectual Property (Disclosure Schedule sets forth the aggregate amount of accrued rebates payable as defined in Section 3.1.20(a)(ii)), used in or pertaining of the end of the most recent fiscal quarter of the Company ended prior to the business date of Companythis Agreement.

Customers and Suppliers. (a) As Section 3.22(a)(i) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) the names of all customers of the Company has no material outstanding dispute and its Subsidiaries (A) that is one of the top 50 customers based on sales during the 12 month period ended November 30, 2015, (B) which the company invoiced or recognized revenue in amount exceeding $75,000 during the same period, or (C) that is committed to receive the Company’s Products and/or services with a value equal to or in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in 150,000 during the 24 12 months ended as of after the date of this Agreementhereof, (ii) the amount for which each such customer was one of the 20 largest sources of revenues recognized under GAAP for Company invoiced during such period and (each, a “Significant Customer”); (iiiii) Section 3.1.16(a) the percentage of the consolidated total sales of the Company Disclosure Schedule lists and its Subsidiaries represented by sales to each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented customer during such period; . Neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral notice that any of such customers (iiix) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services of the Company or its Subsidiaries, or (y) has sought, or is seeking, to reduce the price it will pay for the products or services of the Company or its Subsidiaries. Each of the Company and, to the Company’s knowledge, each other party to any Contract with any such customer is in compliance with the terms thereof and the Company has not received any oral written notice, and does not otherwise have knowledge of any breach or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor potential breach, on the part of Surviving Corporation after Closing or that such distributor or customer intends the Company or, to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To the Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it any other party to be required to modify in any material respect Contract with any of Company’s services that are material to Companysuch customer. (b) As Section 3.22(b) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company and its Subsidiaries from which the Company or a Subsidiary ordered products or services that is one of the top 10 suppliers based on invoices during for the 12 month period ended November 30, 2015 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Neither the Company nor any of its Subsidiaries has no material outstanding dispute in excess of $50,000 received any written or, to the Company’s knowledge, oral notice that there has been communicated orally or any material adverse change in writing, concerning technology, products, the price of such supplies or services provided by any such supplier, or that any such supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, will not continue to sell supplies or services to Company, based the Company and its Subsidiaries on amounts paid or payable, or (b) provided third-party software terms and conditions substantially the same as those used in connection with any its current sales to the Company Technologyand its Subsidiaries, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) subject to general and customary price increases. Each of the Company Disclosure Schedule lists and, to the Company’s knowledge, each Significant Supplier; other party to any Contract with any such supplier is in compliance with the terms thereof and (iii) the Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier or, to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge, oral notice, and does not otherwise have knowledge no supplierof any breach or potential breach, distributoron the part of the Company or, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company’s knowledge, any other party to any Contract with any such supplier.

Customers and Suppliers. (a) As Schedule 3.22(a) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) the names and addresses of all customers of the Company has no material outstanding dispute in excess and its Subsidiaries that is one of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 top 25 customers based on sales during the 12 months ended as June 30, 2013, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. As of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of neither the Company Disclosure Schedule lists each Significant Customer and the percentage nor any of Company’s total revenues such Significant Customer represented during such period; (iii) Company its Subsidiaries has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends or, to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To the Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect oral notice that any of Company’s such customers (A) has ceased or substantially reduced, or will cease or substantially reduce, use of products or services that are material of the Company or its Subsidiaries or (B) has sought, or is seeking, to Companyreduce the price it will pay for the products or services of the Company or its Subsidiaries. (b) As Schedule 3.22(b) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) all suppliers of the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally and its Subsidiaries from which the Company or in writing, concerning technology, products, a Subsidiary ordered products or services provided by any supplier who, in that is one of the 24 top 25 suppliers based on invoices during for the 12 months ended as June 30, 2013 and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. As of the date of this Agreement, was (a) one neither the Company nor any of its Subsidiaries has received any written or, to the ten largest suppliers Company’s knowledge, oral notice that there has been any material adverse change in the price of technology, productssuch supplies or services provided by any such supplier, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with that any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to sell supplies or services to the Surviving Corporation after Company and its Subsidiaries on terms and conditions substantially the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (same as defined in Section 3.1.20(a)(ii)), those used in or pertaining its current sales to the business of CompanyCompany and its Subsidiaries, subject to general and customary price increases.

Customers and Suppliers. (a) As Schedule 3.21(a) hereto sets forth a true, complete and correct list of the date hereof: ten (10) largest customers (in terms of sales, by dollar volume) of (i) Company has no material outstanding dispute in excess the Entities (taken as a whole) and of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(aCS Sub (individually) during each of the Company Disclosure Schedule lists years ended December 31, 2014 and December 31, 2015, together with the dollar amount of goods sold by such Entities to each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented customer during each such period; . Except as otherwise set forth in Schedule 3.21(a) hereto, the Entities maintain good relations with all customers listed or required to be listed in Schedule 3.21(a) hereto, and no such customer has canceled, terminated or provided notice or other indication (iiiwhether written or, to the Knowledge of Holding, oral) Company has not received to any oral or written notice from any Significant Customer Entity to the effect that such Significant Customer customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to cancel or otherwise terminate its relationship with an Entity or materially modify existing agreements with Company decrease its purchase or Surviving Corporation; and (iv) no purchaserrate of purchase of products, reseller, materials or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributorsfrom the Entities. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify No Entity is involved in any material respect dispute with any of Company’s services that are material to Companycustomer. (b) As of the date hereof: Schedule 3.21(b) sets forth (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten (10) largest suppliers (in terms of technologypurchases, productsby dollar volume) of (i) the Entities (taken as a whole), or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(bCS Sub (individually) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company the top three (3) fragrance suppliers of the Entities (taken as a whole) during each of the years ended December 31, 2014 and December 31, 2015, together with the dollar amount of goods purchased by the Entities from each such supplier during each such period. Except as otherwise set forth in Schedule 3.21(b) hereto, the Entities maintain good relations with all suppliers listed or required to be listed in Schedule 3.21(b), and no supplier has not received canceled, terminated or provided notice or other indication (whether written or, to the Knowledge of Holding, oral) to any oral or written notice from any Significant Supplier Entity to the effect that such supplier suppler will not continue as a supplier or intends to cancel or otherwise terminate its relationship with an Entity or decrease its sale or rate of sale of products, materials or services to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest Entities. No Entity is involved in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Companymaterial dispute with any supplier.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a3.15(a) of the Company Disclosure Schedule lists sets forth the ten (10) largest customers (as measured by dollar volume of sales) of the Companies (the “Top Customers”) for both of the years ended December 31, 2022 and December 31, 2021 and includes the actual amount for which each Significant such Top Customer and the percentage of Company’s total revenues such Significant Customer represented was invoiced during such period; periods. No Top Customer has canceled, terminated or otherwise materially altered (iiiincluding any material reduction in the rate or amount of purchases or material decrease in the prices paid) Company has not received or notified the Seller, the Companies or their respective Affiliates of any oral intention to do any of the foregoing or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends otherwise threatened to cancel, terminate or materially modify existing agreements adversely alter (including any material reduction in the rate or amount of purchases or material decrease in the prices paid) its relationship with Company the Companies or Surviving Corporation; the Business. There are no pending disputes or controversies between any of the Companies and (iv) any of the Top Customers. There is no purchaserfact, reseller, condition or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably event which would be expected as to have a result material adverse effect on the relationship of warranty or liability claims against it to be required to modify in any material respect the Companies with any of Company’s services that are material to Companythe Top Customers. (b) As Section 3.15(b) of the date hereof: Disclosure Schedule sets forth the ten (i10) Company has no material outstanding dispute in excess largest suppliers (as measured by dollar volume of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as purchases) of the date of this AgreementCompanies (the “Top Suppliers”), was (a) one for both of the ten largest suppliers of technologyyears ended December 31, products2022 and December 31, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services 2021 and includes the actual amount the Companies purchased from each such supplier during such period (eachtreating affiliated suppliers, to the extent known, as a “Significant Supplier”single supplier); . No Top Supplier has canceled, terminated or otherwise materially altered (iiincluding any material reduction in the rate or amount of sales or material increase in the prices charged) Section 3.1.16(b) or notified the Seller, the Companies or their respective Affiliates of any intention to do any of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral foregoing or written notice from any Significant Supplier that such supplier will not continue as a supplier otherwise threatened to the Surviving Corporation after the Closing or that such supplier intends to cancel, terminate or materially modify existing agreements adversely alter (including any material reduction in the rate or amount of sales or material increase in the prices charged) its relationship with Company the Companies or the Surviving CorporationBusiness. There are no pending disputes or controversies between any of the Companies. There is no fact, condition or event that would be expected to have a material adverse effect on the relationship of the Companies with any of its Top Suppliers. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 4.19 of the date hereofDisclosure Schedules lists: (i) Company has no material outstanding dispute in excess the twenty (20) largest customers of $50,000 that has been communicated orally or in writingthe Target Companies (measured by aggregate ▇▇▇▇▇▇▇▇) during the fiscal year ended December 31, concerning its business operations2022 and including through October 31, including any Company Technology 2023 (as defined in Section 3.1.20the “Material Customers”) and (ii) the twenty (20) largest suppliers of materials, products or services to the Target Companies (measured by aggregate dollars spent) during the fiscal year ended December 31, 2022 and including through October 31, 2023 (the “Material Suppliers”, and together with any distributor or customer whothe Material Customers, in the 24 months ended as “Material Customers and Suppliers”). As of the date of this Agreement, was one no Material Customer or Material Supplier has cancelled, terminated or materially adversely changed the pricing or other terms of its business relationship with the 20 largest sources of revenues recognized under GAAP for applicable Target Company within the last twelve (12) months, or notified the Seller Parties or such Target Company during such twelve (12) month period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends intent to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companydo so. (b) As The Target Companies maintain good relations with the Material Customers and Suppliers, and no such party has canceled, terminated, modified or made any threat in writing 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 date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, products or services provided by any supplier who, in the 24 months ended as of the date Target Companies. No fact, circumstance, condition or situation exists which, after notice or lapse of this Agreementtime or both, was (a) one reasonably would cause the benefits of any relationship with any of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; Material Customers and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation.Suppliers not (c) To Other than in the Ordinary Course of Business, no rebates (volume or otherwise) discounts or benefits are due, accruing due or payable to any customer of any Company’s knowledge . Since January 1, 2020, there has been no material change (apart from normal price changes) in (i) the manner in which the Target Companies extend discounts, credits or warranties to customers or otherwise deal with customers or (ii) the customary payment or collection cycles for, or the terms and conditions of, any payables or receivables or other debt of the Business. Other than Material Suppliers for which there are alternative suppliers reasonably available to provide the applicable product or service, no Material Supplier is a sole source supplier, distributor, or customer nor during the last twelve (12) months has any interest in Company been dependent upon any real or personal, tangible or intangible property, including Company Owned Intellectual Property one supplier for more than ten percent (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business 10%) by value of Companyits purchases. 4.20.

Customers and Suppliers. Except as set forth on Schedule 4.26: (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingFrom July 1, concerning its business operations, 2010 up to and including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of neither the Company Disclosure Schedule lists each Significant Customer and the percentage nor any of Company’s total revenues such Significant Customer represented during such period; (iii) Company its Subsidiaries has not received any oral or written notice from any Significant Material Customer that such Significant Material Customer will not continue as a customer has stopped or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate stop purchasing, or has materially modify existing agreements with reduced or shall materially reduce purchases of, or has sought or is seeking to materially reduce the price it shall pay for, the products or services of the Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyits Subsidiaries. (b) As of the date hereof: of this Agreement, neither the Company nor any of its Subsidiaries has received written notice from any supplier, or group of suppliers that are under common ownership or control, that (i) accounted for at least $500,000 of the aggregate goods and services purchased by the Company and its Subsidiaries in the fiscal year ended December 31, 2009 or (ii) is expected, to the Knowledge of the Company, to account for at least $500,000 of the aggregate goods and services purchased by the Company and its Subsidiaries in the fiscal year ending December 31, 2010, in each case, that such supplier (or such group of suppliers) has no material outstanding dispute in excess stopped or intends to stop providing goods or services to either the Company or any of $50,000 that has been communicated orally or in writing, concerning technology, productsits Subsidiaries, or has materially reduced or will materially reduce the supply of, or has sought or is seeking to materially increase the price it charges for, goods or services provided by supplied to either the Company or any supplier whoof its Subsidiaries. (c) Except for requests for call detail records for billing purposes, in neither the 24 months ended Company nor any of its Subsidiaries is, as of the date of this Agreement, was involved in any dispute with, or has received any notice of an intention to dispute from, or has received any request for audit, accounting or review from, any Person (aincluding a group of Persons that are under common ownership or control) one with whom either the Company or any of its Subsidiaries does business, (i) with respect to any customer, or group of customers that are under common ownership or control, which involves an aggregate amount in excess of $500,000 as of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payabledate hereof, or (bii) provided third-party software used in connection with respect to any Company Technology, productssupplier, or services during such period (eachgroup of suppliers that are under common ownership or control, a “Significant Supplier”); (ii) Section 3.1.16(b) which involves an aggregate amount in excess of $500,000 as of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received date hereof, relating to any oral transactions or written notice from commitments made, or any Significant Supplier that such supplier will not continue as a supplier to contracts or agreements entered into, by either the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or any of its Subsidiaries, on the Surviving Corporationone hand, and such Person, on the other hand. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) 3.19 of the Company Disclosure Schedule lists each Significant Customer sets forth the top ten (10) customers (based on the aggregate of 2021 and 2022 fiscal year revenues, including any and all Affiliates as a single customer) of the Business (the “Principal Customers”) and the percentage five (5) largest suppliers (based on 2022 fiscal year spend) of Company’s total revenues such Significant Customer represented during such period; the Business, excluding Buyer and its Affiliates (iii) each, “Principal Supplier”). Neither the Company nor any of its Affiliates has not received any oral written notice, or written notice from to the Knowledge of the Company, any Significant other notice, that any such Principal Customer that such Significant Customer has taken action to, or will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends take action to (a) terminate or modify in a manner materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reselleradverse to the Company, or distributor any of Companyits Affiliates, such Principal Customer’s services has asserted relationship with Seller or any claims of breach of warranty in excess of $5,000 with regard its Affiliates, (b) cease to such services nor does Company have any indemnity liability for any such services to purchasers, resellerspurchase or license the Business Products and Services, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result reduce the purchase or license of warranty or liability claims against it to be required to modify Business Products and Services in any material respect manner from the Company or any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payableits Affiliates, or (bc) provided third-party software used renegotiate the price or other material terms, in any material manner, pursuant to which such Principal Customer purchases or licenses 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 of its Affiliates, (y) reduce the amount of goods or services that it is willing to supply to the Company or any of its Affiliates or (z) materially increase the price of any goods or services that it has previously supplied to the Company or any of its Affiliates; and, to the Knowledge of the Company, no such Principal Suppliers plan to do any of the 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 Company Technology, products, supplier or services during customers or any of their respective Representatives other than payments to such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) suppliers or their Representatives for the payment of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral invoiced price of supplies purchased or written notice from any Significant Supplier that such supplier will not continue as a supplier to goods sold in the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationordinary course of business. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 2.24(a) of the date hereof: Disclosure Schedule sets forth a true and complete list of (i) the names of the ten (10) largest customers for each segment of the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally and its Subsidiaries, measured by the amounts paid by such customers to the Company or in writing, concerning its business operations, including any Company Technology Subsidiaries during the twelve (as defined in Section 3.1.2012) or services with any distributor or customer who, in the 24 months ended as of December 31, 2018 and the date of this Agreementfour (4) months ended April 26, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period 2019 (each, a “Significant Top Customer”); , (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. Except as set forth on Section 3.1.16(a2.24(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company Schedule, Seller has not received any oral notice of or written notice from otherwise has any Significant Customer reason to believe that any of such Significant Customer customers (A) has ceased or substantially reduced, or will not continue as a customer cease or distributor substantially reduce, use of Surviving Corporation after Closing products or that such distributor or customer intends to terminate or materially modify existing agreements with services of the Company or Surviving Corporation; and its Subsidiaries or (ivB) no purchaser, resellerhas sought, or distributor is seeking, to reduce the price it will pay for the services of Company’s services the Company or its Subsidiaries. None of such customers has asserted otherwise threatened to take any claims of breach of warranty action described in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected the preceding sentence as a result of warranty or liability claims against it to be required to modify in any material respect any the consummation of Company’s services that are material to Companythe Transactions. (b) As Section 2.24(b) of the date hereof: Disclosure Schedule sets forth a true and complete list of (i) the names of the ten (10) largest suppliers for each segment of the Company and its Subsidiaries (including Seller and its Affiliates), measured by amounts paid by the Company or its Subsidiaries to such suppliers during the twelve (12) months ended December 31, 2018 and the four (4) months ended April 26, 2019 (each, a “Top Supplier”), and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such period. Except as set forth on Section 2.24(b) of the Disclosure Schedule, Seller has no material outstanding dispute in excess of $50,000 not received any notice and does not otherwise have any reason to believe that there has been communicated orally or any material adverse change in writing, concerning technology, products, the price of such supplies or services provided by any such supplier who(including Seller and its Affiliates), in the 24 months ended as of the date of this Agreement, was or that any such supplier (aincluding Seller and its Affiliates) one of the ten largest suppliers of technology, products, will not sell supplies or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received its Subsidiaries at any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation time after the Closing or that Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and customary price increases. No such supplier intends has otherwise threatened to terminate or materially modify existing agreements with Company or take any action described in the Surviving Corporationpreceding sentence as a result of the consummation of the Transactions. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As The Company and the Stockholders have provided the Acquiror with true and complete lists of the date hereof: (i) the names and addresses of the 25 largest (by dollar volume of sales) customers of the Company has no material outstanding dispute in excess and its Subsidiaries to which the Company or any of $50,000 that has been communicated orally its Subsidiaries sells product, either for its own account or in writingpursuant to a marketing or other contracts the year ended December 31, concerning its business operations2010 and, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer whoseparately, in for the 24 eight months ended as of the date of this AgreementAugust 31, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each2011, a “Significant Customer”); (ii) Section 3.1.16(athe amount for which each such customer was invoiced during such respective period and (iii) the percentage of the consolidated total sales of the Company Disclosure Schedule lists and its Subsidiaries represented by sales to each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented customer during such respective period; (iii) . Neither the Company nor any of its Subsidiaries has not received any oral notice that any of such customers included on the list for the eight months ended August 31, 2011 (A) has ceased or written notice from any Significant Customer that such Significant Customer substantially reduced, or will not continue as a customer cease or distributor substantially reduce, use of Surviving Corporation after Closing products or that such distributor or customer intends to terminate or materially modify existing agreements with services of the Company or Surviving Corporation; and its Subsidiaries or (ivB) no purchaser, resellerhas sought, or distributor is seeking, to reduce the price it will pay for the services of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does the Company have any indemnity liability for any such services to purchasers, resellers, or distributorsits Subsidiaries. To Company’s knowledgethe knowledge of the Company and each Stockholder, Company could not reasonably be expected none of such customers has otherwise threatened to take any action described in the preceding sentence as a result of warranty or liability claims against it to be required to modify in any material respect any the consummation of Company’s services that are material to Companythe transactions contemplated by this Agreement and the Ancillary Agreements. (b) As The Company and the Stockholders have provided the Acquiror with true and complete lists of the date hereof: (i) all suppliers (including Persons who provide product under marketing or other Contracts) of the Company has no material outstanding dispute in excess and its Subsidiaries from which the Company or a Subsidiary ordered products or services with an aggregate amount purchased for each such grower of at least $10,000 and for each other supplier of $50,000 100,000 or more, for the year ended December 31, 2010 and, separately, for the eight months ended August 31, 2011, and (ii) the amount for which each such supplier invoiced the Company or such Subsidiary during such respective period. With respect to such growers, the true and complete list so provided includes the name of the grower, the start and end date of the relevant Contract, the region in which the grower is located, the types of berries involved, and the amount so invoiced. Neither the Company nor any of its Subsidiaries has received any notice that there has been communicated orally or any material adverse change in writing, concerning technology, products, the price of such supplies or services provided by any such supplier who, in included on the 24 list for the eight months ended as of the date of this AgreementAugust 31, was (a) one of the ten largest suppliers of technology, products, 2011 or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with than any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier sell supplies or services to the Surviving Corporation and its Subsidiaries at any time after the Closing or that Date on terms and conditions substantially the same as those used in its current sales to the Company and its Subsidiaries, subject to general and customary price increases. To the knowledge of the Company and each Stockholder, no such supplier intends has otherwise threatened to terminate or materially modify existing agreements with Company or take any action described in the Surviving Corporationpreceding sentence as a result of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 4.11(a) of the date hereof: Disclosure Schedule sets forth (i) a true and correct list of the top fifteen (15) customers of the Company has no material outstanding dispute in excess Group Entities (based on the aggregate purchase price of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) products or services with any distributor or customer who, in the 24 months ended as provided on a combined basis) for each of the date of this Agreementpast two (2) calendar years (collectively, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant CustomerMaterial Customers”); ) and (ii) Section 3.1.16(a) the amount of purchases by each such customer during such periods expressed as a percentage of the Company Disclosure Schedule lists each Significant Customer and Group Entities’ consolidated net revenues for such periods on a combined basis. None of the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company Group Entities has not received any oral or written notice or, to the Knowledge of the Company Group Entities, oral notice, from any Significant Material Customer that such Significant Material Customer will not continue as (A) materially and adversely modify or terminate its Contract with a customer Company Group Entity or distributor (B) cease after the date hereof to use the products or services of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with the Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Group Entities. No Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify Group Entity is involved in any material respect any of Company’s services that are material to CompanyLitigation with a Material Customer. (b) As Section 4.11(b) of the Disclosure Schedule sets forth (i) a true and correct list of the top ten (10) suppliers to the Company Group Entities (based on the aggregate purchase price of raw materials, suppliers or other products or services orders on a combined basis) for each of the past two (2) calendar years (collectively, the “Material Suppliers”) and (ii) the amount of orders from each such supplier during such periods expressed as a percentage of the Company Group Entities’ aggregate purchase from all suppliers during such periods on a combined basis. None of the Company Group Entities has received any written notice or, to the Knowledge of the Company Group Entities, oral notice, from any Material Supplier that such Material Supplier will (A) materially change the price of any raw materials, supplies or other products or services to be provided by any such supplier after the date hereof: , (iB) terminate or adversely modify its existing Contract with a Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payableGroup Entity, or (bC) provided third-party software not sell raw materials, supplies and other products and services to the Company Group Entities after the date hereof on terms and conditions that are substantially similar to those used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of its current sales to the Company Disclosure Schedule lists each Significant Supplier; Group Entities, subject to general and (iii) customary price increases. No Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest Group Entity is involved in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of CompanyLitigation with a Material Supplier.

Customers and Suppliers. (a) As Section 2.26 of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as Disclosure Schedule sets forth a true and complete list of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer names and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one addresses of the ten largest suppliers (and for each such supplier the dollar volume and percentage of technology, products, or total purchases of similar items from all suppliers of such item) of products and services to Company, based on amounts paid or payable, or the Company and the ten largest customers (b) provided third-party software used in connection with any Company Technology, products, or services during and for each such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) customer the dollar volume and percentage of total sales of the Company to all customers) of products and services of the Company during the twelve months ended December 31, 1995, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as set forth in Section 2.26 of the Disclosure Schedule, there exists no actual or, to the Knowledge of Sellers, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company or any Seller on behalf of the Company with any customer or group of customers which are listed in Section 2.26 of the Disclosure Schedule lists each Significant Supplier; or which are otherwise material to the operations of the Business, or with any supplier or group of suppliers which are listed in Section 2.26 of the Disclosure Schedule or which are otherwise material to the operations of the Business, and to the Knowledge of Seller, there exists no condition or state of facts or circumstances involving customers, suppliers or sales representatives (iiiincluding the consummation of the transactions contemplated in this Agreement) which would materially adversely affect the Business of the Company 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 not received been conducted. Seller has delivered to Purchaser copies of all written Contracts or other arrangements and written summaries of any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to arrangements with the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined customers and suppliers listed in Section 3.1.20(a)(ii)), used in or pertaining to 2.26 of the business of CompanyDisclosure Schedule.

Customers and Suppliers. (a) As Schedule 3.20(a)(i) attached hereto contains an accurate list of the date hereof: top twenty-five (i25) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as largest customers of the date Company (ranked by dollar amount of this Agreementrevenue earned by the Company from such customers) showing the total dollar amount of revenue earned by the Company from each such customer for the calendar years ended 2022 and for the five (5) month period ended May 31, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period 2023 (each, a “Significant Key Customer”); . Except as set forth on Schedule 3.20(a)(ii), since January 1, 2022, no Key Customer has notified the Company that it intends to (including related to, arising from or in connection with, any Pandemic Matters) (i) stop purchasing or significantly decrease the volume of purchases of Products/Services from the Company from levels existing prior to such notification, or (ii) Section 3.1.16(a) seek to purchase the Products/Services from any other supplier or vendor. Since July 1, 2022, to the Company’s Knowledge, no Key Customer has requested in writing a material modification to the following terms of the Company Disclosure Schedule lists each Significant Contract through which such Key Customer and purchases Products/Services from the percentage Company: (A) the prices at which such Key Customer purchases Products/Services from the Company, (B) the length of the term of such Contract, (C) the Company’s total revenues warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the Key Customer under such Significant Contract. No Key Customer represented during such period; (iii) Company has not received any oral or provided written notice from to the Company of such Key Customer being the subject of any Significant Customer that such Significant Customer will not continue as a customer bankruptcy or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyinsolvency Proceeding. (b) As Schedule 3.20(b) attached hereto contains an accurate list of the date hereof: top ten (i10) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on the Company (ranked by dollar amounts paid or payableby the Company to such suppliers) showing the total dollar amount of purchases made by the Company from each such supplier for the calendar years ended 2022 and for the five (5) month period ended May 31, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period 2023 (each, a “Significant Key Supplier”); . Since January 1, 2022, no Key Supplier has notified the Company that it intends to (iiincluding related to, arising from, or in connection with, any Pandemic Matters) Section 3.1.16(b) stop supplying or significantly decrease the volume of supply of materials, products or services to the Company from levels existing prior to such notification. Since July 1, 2022, to the Company’s Knowledge, no Key Supplier has requested in writing a material modification to the following terms of the Contract through which such Key Supplier supplies materials, products or services to the Company: (A) the prices at which such Key Supplier supplies materials, products or services to the Company, (B) the length of the term of such Contract, (C) such Key Supplier’s warranty obligations, (D) the Company’s indemnity obligations, and/or (E) the scope of services provided to the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company under such Contract. No Key Supplier has not received any oral or provided written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after Company of such Key Supplier being the Closing subject of any bankruptcy or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationinsolvency Proceeding. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Schedule 3.22(a) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) the customers of the Company has no material outstanding dispute in excess and its Subsidiaries (identified by numerical rank, but not name) from which the Company or any of its Subsidiaries generated revenues of $50,000 that has been communicated orally 175,000 or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in more during the 24 six months ended June 30, 2017, which list includes as “customers” the property management companies that manage properties or apartment buildings with respect to which the Company and/or its Subsidiaries contract directly with the applicable owner of the property or apartment building for the provision of services by the Company and/or its Subsidiaries, (ii) the amount for which each such customer was invoiced during such period and (iii) the percentage of the consolidated total sales of the Company and its Subsidiaries represented by sales to each such customer during such period. Except as set forth on Schedule 3.22(a) of the Disclosure Schedules, as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral notice that any of the customers listed on Schedule 3.22(a) of the Disclosure Schedules (A) has ceased or written notice from any Significant Customer that such Significant Customer will not continue as a customer substantially reduced, or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate cease or materially modify existing agreements with substantially reduce, its purchases of products or services from the Company or Surviving Corporation; and any of its Subsidiaries or (ivB) no purchaser, resellerhas sought, or distributor is seeking, to reduce the price it will pay for the services of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does the Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyits Subsidiaries. (b) As Schedule 3.22(b) of the date hereof: Disclosure Schedules sets forth a true and complete list of (i) all suppliers and service providers of the Company has no material outstanding dispute in excess and its Subsidiaries to which the Company or any of its Subsidiaries ordered products or services with an aggregate purchase price for each such supplier or service provider of $50,000 that has been communicated orally 250,000 or in writing, concerning technology, products, or services provided by any supplier who, in more during the 24 12 months ended June 30, 2017, and (ii) the amount for which each such supplier or service provider invoiced the Company or any of its Subsidiaries during such period. Except as set forth on Schedule 3.22(b) of the Disclosure Schedules, as of the date of this Agreement, was (a) one to the Knowledge of the ten largest suppliers of technologySeller, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company Seller has not received any oral notice that there will be any material adverse change in the provision or written notice price of such supplies or services from any Significant Supplier that such supplier will not continue as a supplier to or service provider listed on Schedule 3.22(b) of the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving CorporationDisclosure Schedules. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Schedule 2.28(a) contains a true and complete list of the names and addresses of the Company’s and the Subsidiaries’ twenty-five (25) largest customers (“Customers”) during each of calendar years 2003 and 2004 and year-to-date hereof: 2005. Except as set forth on Schedule 2.28(a), in the last twelve (12) months, no such Customer (i) has cancelled, suspended or otherwise terminated its relationship with the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writingany Subsidiary, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of has advised the Company Disclosure Schedule lists each Significant Customer or any Subsidiary of its intention to cancel, suspend or otherwise terminate its relationship with the Company or any Subsidiary, or to materially and adversely change the percentage of Company’s total revenues such Significant Customer represented during such period; terms upon which it pays for goods or services from the Company or any Subsidiary, or (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to suspend or terminate its reimbursement to the Company or any Subsidiary or to materially and adversely change the terms upon which it pays for goods or services from the Company or any Subsidiary as a result of warranty the consummation of the transactions contemplated by this Agreement or liability claims against it otherwise. Subject to the receipt of all applicable consents, approvals and authorizations described in Schedule 2.33, except as described on Schedule 2.28(a), the Company and the Subsidiaries have maintained and continue to maintain good relationships with their Customers and neither the Company nor any Subsidiary is aware of any reason that such relationships will suffer any material adverse changes in the foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the consummation of the transactions contemplated by this Agreement or the Collateral Agreements, provided the Business of the Company and the Subsidiaries continues to be required to modify conducted in any material respect any of Company’s services that are material to Companysubstantially the same manner as heretofore. (b) As Schedule 2.28(b) contains a true and complete list of the ten (10) largest suppliers of the Company and the Subsidiaries as measured by the Company’s and the Subsidiaries’ purchases of goods or services during each of calendar years 2003 and 2004 and year-to-date hereof: 2005. Except as set forth on Schedule 2.28(b), no such supplier (i) has cancelled, suspended or otherwise terminated its relationship with the Company or any Subsidiary, (ii) has no material outstanding dispute in excess advised the Company or any Subsidiary of $50,000 that has been communicated orally its intention to cancel, suspend or in writingotherwise terminate its relationship with the Company or any Subsidiary, concerning technologyto increase its pricing to the Company or any Subsidiary, productsto curtail its accommodations, sales or services to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells products to the Company or any Subsidiary, or (iii) subject to the receipt of all applicable consents, approvals and authorizations described in Schedule 2.33, could reasonably be expected to cancel, suspend or terminate its relationship with the Company or any Subsidiary, to increase its pricing, to curtail its accommodations, sales or services provided to the Company or any Subsidiary or to materially and adversely change the terms upon which it sells its products to the Company or any Subsidiary as a result of the consummation of the transactions contemplated by this Agreement or otherwise. To the Company’s or the Stockholders’ Knowledge, there are no current threatened or reasonably anticipated restrictions on the supply of goods and services to the Company or any Subsidiary. The Company and the Subsidiaries have maintained and continue to maintain good relationships with their suppliers and neither the Company nor any Stockholder has any Knowledge that any supplier who, intends to materially adversely change its relationship with the Company or any Subsidiary in the 24 months ended foreseeable future (other than as a result of conditions affecting the industry generally), including, without limitation, as a result of the date consummation of the transactions contemplated by this Agreement, was (a) one of provided the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) Business of the Company Disclosure Schedule lists each Significant Supplier; continues to be conducted in substantially the same manner as heretofore, and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier subject to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationreceipt of all applicable consents, approvals and authorizations described in Schedule 2.33. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As Section 3.12(a) of the Seller Disclosure Schedules sets forth, with respect to the twelve-month period prior to the date of this Agreement (the “TTM Period”), (i) each of the Company’s top 10 customers (excluding Buyer and any of its Affiliates), measured by the aggregate dollar amount of payments to the Company by each such customer during such period (or, to the extent such customers were not customers of the Company during the full TTM Period, but are customers as of the date hereof: , their annualized payment amounts for the TTM Period) (ithe “Material Customers”); and (ii) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or the amount paid by each such customer who, in the 24 months ended as during such period. As of the date of this Agreement, was one the Company has not received any notice that any of the 20 largest sources Company’s Material Customers intends terminate (or fail to renew) its relationship with the Company, or materially reduce, or change the pricing or other material terms of, its relationship with the Company (including its usage of revenues recognized under GAAP any products or services of the Company). (b) Section 3.12(b) of the Seller Disclosure Schedules sets forth, with respect to the TTM Period, (i) each of the Company’s top 10 suppliers (not including, for the purposes of this Section 3.12(b) only, any provider of financing), measured by the aggregate dollar amount of payments by the Company during such period (eachor, a “Significant Customer”); (ii) Section 3.1.16(a) to the extent such suppliers were not suppliers of the Company Disclosure Schedule lists each Significant Customer and during the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue full TTM Period, but are suppliers as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: , the annualized payment amounts to such suppliers for the TTM Period) (ithe “Material Suppliers”); and (ii) the amount paid by the Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any for purchases from each such supplier who, in the 24 months ended as during such period. As of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from that any Significant Supplier that such supplier will not continue as a supplier to of the Surviving Corporation after the Closing or that such supplier Company’s Material Suppliers intends to terminate (or fail to renew) its relationship with the Company, or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributorreduce, or customer has any interest in any real change the pricing or personalother material terms of, tangible or intangible property, its relationship with the Company (including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining the volume of its supply of products and services to the business of Company).

Customers and Suppliers. (a) As Schedule 2.21 sets forth a complete and accurate list of the date hereof: (i) the ten (10) largest customers of each Company (measured by aggregate ▇▇▇▇▇▇▇▇) for the fiscal year ended December 31, 2013 and for the three (3) months ended on the Most Recent Balance Sheet Date, indicating the existing Contractual Obligations with each such customer by product or service provided and (ii) the ten (10) largest suppliers of materials, products or services to each Company (measured by the aggregate amount purchased by such Company) for the fiscal year ended December 31, 2013 and for the three (3) months ended on the Most Recent Balance Sheet Date, indicating the Contractual Obligations with such supplier. The Companies’ relationships with the customers and the suppliers required to be listed on Schedule 2.21 are good commercial working relationships and no such customer or supplier has no material outstanding dispute canceled, terminated or otherwise materially altered (including any reduction in excess the rate or amount of $50,000 that has been communicated orally sales or purchases, change in the prices charged or paid, or change to the supply or credit terms, as the case may be) or notified in writing, concerning its business operationsor to the knowledge of Sellers orally, any Company or Owner of any intention to do any of the foregoing or otherwise threatened in writing, or to the knowledge of Sellers orally, to cancel, terminate or materially alter (including any Company Technology (as defined reduction in Section 3.1.20) the rate or services with any distributor amount of sales or customer whopurchases, in the 24 months ended prices charged or paid, or change to the supply or credit terms, as the case may be) its relationship with the Companies. There is no reason to believe that there could be any materially adverse change in the relationships of the date of this Agreement, was one Companies with any of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral foregoing customers or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected suppliers as a result of warranty the Contemplated Transactions. Neither the Companies nor the Owners have any knowledge of any facts or liability claims against it circumstances that have resulted or would result in an adverse change in the relationship that any Company has with any of the foregoing customers or suppliers. No Company or Owner received notice of nor are they involved in any claim, dispute or controversy with any customers or suppliers required to be required to modify in any material respect any of Company’s services that are material to Companylisted on Schedule 2.21. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company has not received any oral or written notice from any Significant Supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a4.20(a) of the Company Disclosure Schedule lists Letter sets forth a true and complete list of (i) the names of the top ten (10) customers of the Company and the Company Subsidiaries on a consolidated basis based on ▇▇▇▇▇▇▇▇ during each Significant Customer of the fiscal years ended December 31, 2015 and December 31, 2014, (ii) the amount for which each such customer generated revenue for the Company and the Company Subsidiaries during each such fiscal year and (iii) the percentage of Company’s the consolidated total revenues sales of the Company and the Company Subsidiaries represented by sales to each such Significant Customer represented during customer each such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Companyyear. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b4.20(b) of the Company Disclosure Schedule lists Letter sets forth a true and complete list of (i) the names of the top ten (10) suppliers of the Company and the Company Subsidiaries on a consolidated basis based on expenses during each Significant Supplier; of the fiscal years ended December 31, 2015 and December 31, 2014, (ii) the amount for which each such supplier invoiced the Company and the Company Subsidiaries during each such fiscal year and (iii) the percentage of the consolidated total expenses of the Company has not received any oral or written notice and the Company Subsidiaries represented by sales from any Significant Supplier that each such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that each such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationyear. (c) To Company’s knowledge no supplierDuring the three (3) year period prior to the date hereof, distributornone of the Company nor any Company Subsidiary has received any notice that any customer set forth on Section 4.20(a)of the Company Disclosure Letter or any supplier set forth on Section 4.20(b) of the Company Disclosure Letter may cancel or otherwise materially and adversely modify its relationship with the Company or any Company Subsidiary or limit its services, supplies or materials to the Company or any Company Subsidiary, or customer has any interest in any real its usage or personal, tangible purchase of the services and products of the Company and the Company Subsidiaries either as a result of the Transactions or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Companyotherwise.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as Sellers' Disclosure Schedule sets forth a true and complete list of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer names and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one addresses of the ten largest suppliers (and for each such supplier the dollar volume and percentage of technologytotal 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, products1999 and December 31, 2000, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as set forth in Section 5.25 of the Sellers' Disclosure Schedule, there exists no actual or, to the knowledge of the Sellers, threatened termination, cancellation or limitation of, or services 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 Company, based on amounts paid or payablethe operations of the Business, or (b) provided third-party software used in connection with any Company Technology, products, supplier or services during such period (each, a “Significant Supplier”); (ii) group of suppliers which are listed in Section 3.1.16(b) 5.25 of the Company Sellers' Disclosure Schedule lists each Significant Supplier; or which are otherwise material to the operations of the Business, and (iii) Company none of the Sellers or any of their subsidiaries or Affiliates has not received any oral report or written notice other information from any Significant Supplier that such supplier will not continue as a supplier employee, sales representative or other Person who reports to the Surviving Corporation Sellers on such matters in the ordinary course of business regarding the existence of any present or future condition or state of facts or circumstances involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated 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 Closing 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 that such supplier intends to terminate or materially modify existing agreements other arrangements and written summaries of any oral arrangements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined customers and suppliers listed in Section 3.1.20(a)(ii)), used in or pertaining to 5.25 of the business of CompanySellers' Disclosure Schedule.

Customers and Suppliers. (a) As of the date hereof: Schedule 2.24(a) sets forth (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as an accurate list of the date ten (10) largest customers of this Agreement, was one each of the 20 largest sources of revenues recognized under GAAP Company and the Subsidiary, taken as a whole, for the most recent fiscal year, as measured by the consideration paid from such customer to the Company during such period (eachor the Subsidiary, a “Significant Customer”); as applicable, and (ii) Section 3.1.16(a) the amount of consideration paid by each such customer during such periods. Neither the Company Disclosure Schedule lists each Significant Customer and nor the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company Subsidiary has not received any oral or written notice from any Significant Customer customer required to be listed on Schedule 2.24(a) that such Significant Customer will not continue as a customer (1) has ceased, or distributor of Surviving Corporation after Closing or that such distributor or customer intends to cease after the Closing, to use its Products or Services, (2) has otherwise ceased or materially reduced, or intends to otherwise terminate or materially modify existing agreements reduce, its relationship with the Company or Surviving Corporation; the Subsidiary, as applicable (excluding any reductions in the ordinary course consistent with the customer’s past practices) or (3) has requested, or has indicated it intends to request, a material change to the terms or prices at which such customer purchases Products or Services from the Company or the Subsidiary, as applicable, including, for each of (1), (2), and (iv) no purchaser3), reseller, because of the announcement or distributor pendency of Company’s services has asserted any claims this Agreement or the identity of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributorsthe Purchaser. To the Knowledge of the Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it no customer required to be required listed on Schedule 2.24(a) intends to modify take any action set forth in any material respect any of Company’s services that are material to Companythe preceding sentence. (b) As of the date hereof: Schedule 2.24(b) sets forth (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one an accurate list of the ten (10) largest suppliers and/or vendors of technologyeach of the Company and the Subsidiary, productstaken as a whole, for the most recent fiscal year, as measured by the consideration paid by the Company or services the Subsidiary to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); supplier and/or vendor and (ii) Section 3.1.16(b) the amount of consideration paid to each such supplier and/or vendor during such period. Neither the Company Disclosure Schedule lists each Significant Supplier; and (iii) Company nor the Subsidiary has not received any oral or written notice from any Significant Supplier supplier and/or vendor required to be listed on Schedule 2.24(b) that such supplier will not continue as a supplier and/or vendor (1) has ceased, or intends to cease, to supply goods or services to the Surviving Corporation after Company or the Closing Subsidiary or that such supplier (2) has otherwise terminated or materially reduced, or intends to otherwise terminate or materially modify existing agreements reduce, its relationship with the Company or the Surviving Corporation. Subsidiary, including, for each of (c1) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property and (as defined in Section 3.1.20(a)(ii)2), used because of the announcement or pendency of this Agreement or the identity of the Purchaser. To the Knowledge of the Company, no supplier and/or vendor required to be listed on Schedule 2.24(b) intends to take any action set forth in or pertaining to the business of Companypreceding sentence.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.20) or services with any distributor or customer who, in the 24 months ended as Disclosure Schedule sets forth a true and complete list of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one names of the ten largest suppliers (and for each such supplier the dollar amount) of technology, products, or products and services to Company, based on amounts paid or payable, or the Company and its subsidiaries and the ten largest customers (band for each such customer the dollar amount) provided third-party software used in connection with any Company Technology, products, or of products and services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company and its subsidiaries during the 12 months ended June 30, 2001, indicating any existing contractual arrangements for continued supply from or to each such firm. Except as will be set forth in Section 5.21 of the Disclosure Schedule, there exists no actual or, to the knowledge of the Principals or the Company, threatened termination, cancellation or limitation of, or any modification or change in, the business relationship of the Company and its subsidiaries with any customer or group of customers which are listed in Section 5.21 of the Disclosure Schedule lists each Significant Supplier; or which are otherwise material to the operations of the Business, or with any supplier or group of suppliers which are listed in Section 5.21 of the Disclosure Schedule or which are otherwise material to the operations of the Business other than as completed in the ordinary course of business, and (iii) none of the Company or any of its subsidiaries or Affiliates has not received any oral report or written notice other information from any Significant Supplier that such supplier will not continue as a supplier employee, sales representative or other Person who reports to the Surviving Corporation after Company on such matters in the Closing ordinary course of business regarding the existence of any present or future condition or state of facts or circumstances involving customers, suppliers or sales representatives (including the consummation of the transactions contemplated in this Agreement) that such supplier intends to terminate would materially adversely affect the Business or materially modify existing agreements with the prospects of the Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, Business or customer 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 prior to the date hereof. The Company has delivered to the Buyer copies of all written Contracts or other arrangements and written summaries of any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined oral arrangements with the customers and suppliers listed in Section 3.1.20(a)(ii)), used in or pertaining to 5.21 of the business of CompanyDisclosure Schedule.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.203.1.18) or services with any distributor distributor, or any customer who, in the 24 months ended as of the date of this Agreement, was one of the 20 largest sources of revenues recognized under GAAP for Company during such period (each, a “Significant Customer”); (ii) Section 3.1.16(a3.1.14(a) of the Company Disclosure Schedule lists each Significant Customer and the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has not received any oral or written notice from any Significant Customer that such Significant Customer customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor or customer intends to terminate or materially modify existing agreements with Company or Surviving Corporation; and (iv) no purchaser, reseller, or distributor of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributors. To Company’s knowledge, Company could not reasonably be expected as a result of warranty or liability claims against it to be required to modify in any material respect any of Company’s services that are material to Company. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (ii) Section 3.1.16(b) of the Company Disclosure Schedule lists each Significant Suppliersupplier; and (iiiii) Company has not received any oral or written notice from any Significant Supplier supplier that such supplier will not continue as a supplier to the Surviving Corporation after the Closing or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporation. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii3.1.18(a)(ii)), used in or pertaining to the business of Company.

Customers and Suppliers. (a) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning its business operations, including any Company Technology (as defined in Section 3.1.203.2(k)(i) or services with any distributor or customer who, in the 24 months ended as of the date of this AgreementDisclosure Schedule lists, was one by year, for each of the past two fiscal years (2012 and 2013) and the five (5) month period ending May 2014: (A) the top 20 largest sources customers of revenues recognized under GAAP for each Group Company during and amount of purchases by each such period customer per each such period, and (eachB) the top 20 suppliers of each Group Company and amount of goods/services sold to Group Companies by each such supplier per each such period, together with a “Significant Customer”); description of goods/services being provided to the Group Companies. (ii) With respect to the customers and suppliers listed in Section 3.1.16(a3.2(k)(i) of the Company Disclosure Schedule lists each Significant Customer and Schedule, the percentage of Company’s total revenues such Significant Customer represented during such period; (iii) Company has Group Companies have not received any oral communication indicating that, and, to the Knowledge of the Sellers or written notice from of the Group Companies, there are no facts or circumstances indicating that, (A) any Significant Customer that such Significant Customer will not continue as a customer or distributor of Surviving Corporation after Closing or that such distributor supplier or customer is terminating or materially reducing or making any materially adverse change in, or desires or intends to terminate or materially modify existing agreements reduce or make any materially adverse change in, any aspect of its business relationship with Company the Group Companies; or Surviving Corporation; and (ivB) no purchaser, resellerany such supplier or customer is, or distributor could be reasonably expected to be, declared bankrupt or subject of Company’s services has asserted any claims of breach of warranty in excess of $5,000 with regard bankruptcy, dissolution or liquidation proceedings or unable to such services nor does Company have any indemnity liability for any such services to purchasers, resellers, or distributorspay its debts as they become due. To Company’s knowledgethe Knowledge of Sellers or of the Group Companies, Company could the consummation of the transactions contemplated herein will not reasonably be expected as a result of warranty or liability claims against it to be required to modify adversely affect in any material respect manner the business relationship of any of Company’s services that are material to CompanyGroup Company with any such supplier or customer. (b) As of the date hereof: (i) Company has no material outstanding dispute in excess of $50,000 that has been communicated orally or in writing, concerning technology, products, or services provided by any supplier who, in the 24 months ended as of the date of this Agreement, was (a) one of the ten largest suppliers of technology, products, or services to Company, based on amounts paid or payable, or (b) provided third-party software used in connection with any Company Technology, products, or services during such period (each, a “Significant Supplier”); (iiiii) Section 3.1.16(b3.2(k)(iii) of the Company Disclosure Schedule Schedules lists each Significant Supplier; and (iii) trade allowance, trade in, billback, rebate, discount or similar program of or for each Group Company has not received for the benefit of or with any oral supplier or written notice from customer of any Significant Supplier that such supplier will not continue as a supplier Group Company related to the Surviving Corporation after the Closing Business, regardless of whether there exists any liability to make or that such supplier intends to terminate or materially modify existing agreements with Company or the Surviving Corporationreceive any payment thereunder. (c) To Company’s knowledge no supplier, distributor, or customer has any interest in any real or personal, tangible or intangible property, including Company Owned Intellectual Property (as defined in Section 3.1.20(a)(ii)), used in or pertaining to the business of Company.