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conditions contained therein to the extent applicable to such Seller. Neither Seller does has any liability
<br /> for retrospective premiums under any such policies. The consummation of the Transactions will not cause
<br /> a cancellation or reduction in the coverage for any bonds. No insurer has put either Seller on notice that
<br /> coverage will be denied with respect to any claim submitted to such insurer by such Seller. Sellers have
<br /> timely notified or otherwise tendered notice to the insurance carriers of such Seller of all claims, including
<br /> actual and potential third party claims against such Seller, that are or may be covered under insurance
<br /> maintained in connection with the Business or the Assets. With respect to the Business, Sellers have not
<br /> made any claims under any insurance policy due to business interruption as a result of COVID-19.
<br /> SECTION 3.20. No Improper Payments. Neither Seller has, nor has any member, manager,
<br /> director, officer, employee, agent, representative, or any other Person associated with, or acting for, or on
<br /> behalf of, any Seller, directly or indirectly made, or offered to make, any contribution, gift, bribe, rebate,
<br /> payoff, influence payment, kickback, or other payment to any Person, regardless of whether in money,
<br /> property, services, or other form, in exchange for special concessions or favorable treatment in securing
<br /> business or otherwise.
<br /> SECTION 3.21. Related Party Transactions. Except to the extent expressly set forth on
<br /> Schedule 3.21, no Related Party of the Company has supplied any goods or services to, or purchased any
<br /> goods or services from, any Seller at any time in the preceding three (3) years, no Related Party has any
<br /> direct or indirect interest in any property or asset (real or personal, tangible or intangible) owned or used
<br /> by either Seller in the conduct of the Business (other than the equity of the Company), and there are no
<br /> Contracts or other understandings arrangements between either Seller, on the one hand, and any Related
<br /> Party, on the other, that relate to the Business. For purposes of this Agreement, "Related Party" means a
<br /> related party as defined in Statement of Financial Accounting Standards No. 57(March 1982),provided all
<br /> references to"enterprise" in such definition shall mean Sellers.
<br /> SECTION 3.22. Customers and Suppliers.Schedule 3.22 sets forth a true,correct,and complete
<br /> list of(a) the 10 largest suppliers to the Business for the 12 month period ended December 31, 2021
<br /> (determined on the basis of the total dollar amount paid)(each,a"Material Supplier")and(b)the 10 largest
<br /> customers of the Business for the 12 month period ended December 31, 2021 (determined on the basis of
<br /> the total dollar amount received) (each, a"Material Customer"), showing the total dollar amount paid to
<br /> or received from, as the case may be, each such Material Supplier and Material Customer during such
<br /> period. Since December 31, 2021, there has been no termination, cancellation, or material curtailment of
<br /> the business relationship of the Business with any Material Supplier or Material Customer nor, to Sellers'
<br /> knowledge, has any Material Supplier or Material Customer indicated an intent to so terminate, cancel, or
<br /> materially curtail its business relationship with the Business, whether as a result of the consummation of
<br /> the Transactions contemplated hereby or otherwise.
<br /> SECTION 3.23. Product and Service Warranties. No product or service provided,
<br /> manufactured,sold,leased,licensed,or delivered by the Business is subject to any guaranty,warranty,right
<br /> of return, right of credit, or other indemnity other than(a) as set forth in the applicable standard terms and
<br /> conditions of sale or lease of the Business,true, correct,and complete copies of which have been provided
<br /> to Buyer and(b) manufacturers' warranties for which the Business has no liability. Adequate reserves for
<br /> any expense to be incurred by the Business as a result of any express or implied warranty or guaranty as to
<br /> goods sold,leased,manufactured,or licensed,or services provided by,the Business prior to the date hereof
<br /> are reflected on the Interim Balance Sheet.
<br /> SECTION 3.24. Statements True, Correct, and Complete. The communications, documents,
<br /> and other information provided by Sellers to Buyer or its representatives in connection with Buyer's due
<br /> diligence, and the statements made by Sellers in this Agreement, are true, correct, and complete in all
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