Common use of Compliance with Law and Regulation and Contractual Terms; Inspection and Certification Clause in Contracts

Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger Company has complied in all material respects with all statutory and regulatory requirements pertaining to the Dagger Government Contracts to which it is a party, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation (the “FAR”), the FAR cost principles and the Cost Accounting Standards. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger Government Contracts, whether incorporated expressly, by reference or by operation of law. To the Knowledge of Arrow, all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of any Dagger Company in connection with any Dagger Government Contracts and its quotations, bids and proposals for Government Contracts were current, accurate and complete in all material respects as of the date of their submission. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger Government Contracts and each of its quotations, bids and proposals for Government Contracts. Each Dagger Company has developed and implemented a government contracts compliance program which includes corporate policies and procedures to ensure compliance with applicable government procurement statutes, regulations and contract requirements. To the Knowledge of Arrow, no facts exist which could reasonably be expected to give rise to liability to any Dagger Company under the False Claims Act which would reasonably be expected to result in a material Dagger Obligation. Except as described in Schedule A22.3, no Dagger Company has undergone or is undergoing any audit, review, inspection, investigation, survey or examination of records relating to any Dagger Government Contract (where such audit is either outside the ordinary course of business or would reasonably be expected to result in a material Dagger Obligation). No audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 has revealed any fact, occurrence or practice which could affect the assets, business or financial statements of any Dagger Company or any Dagger Company’s continued eligibility to receive and perform Government Contracts. To the Knowledge of Arrow, no Dagger Company has made any payment, directly or indirectly, to any Person in violation of applicable laws, including (but not limited to) laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all applicable requirements under each Dagger Government Contract relating to the safeguarding of and access to classified information. Each Dagger Company’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger Government Contracts (or any of them).

Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger of the Company and its Subsidiaries has complied in all material respects with all statutory requirements of applicable Laws and regulatory requirements procedures pertaining to the Dagger Government Contracts or Grants to which it is a party, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services ActAct (and any similar federal, state or local statute or regulation), the Federal Acquisition Regulation (the “FAR”) (and any similar state or local statute or regulation), the FAR cost principles (and any similar state or local statute or regulation), all applicable FAR Supplements, including the DFARS, and the Cost Accounting StandardsStandards (“CAS”) (and any similar state or local statute or regulation). To the Knowledge of ArrowExcept as set forth on Schedule 3.31(c), each Dagger of the Company and its Subsidiaries has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger all Government ContractsContracts or Grants, whether incorporated expressly, by reference or by operation of law. To the Knowledge of ArrowParent’s and Seller’s knowledge, all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of the Company or any Dagger Company Subsidiary in connection with any Dagger Government Contracts Contract or Grant and its quotations, bids bids, proposals and proposals applications for Government Contracts and Grants which may result in a Material Contract were current, accurate and complete in all material respects as of the date of their submission. To Each of the Knowledge of Arrow, each Dagger Company and its Subsidiaries has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger Government Contracts and Grants and each of its quotations, bids bids, proposals and proposals applications for Government Contracts. Each Dagger Company has developed and implemented a government contracts compliance program which includes corporate policies and procedures to ensure compliance with applicable government procurement statutes, regulations and contract requirementsContracts or Grants. To the Knowledge of ArrowParent’s and Seller’s knowledge, no facts exist which that could reasonably be expected to give rise to liability Liability to the Company or any Dagger Company Subsidiary under the False Claims Act which would (or under any similar state or local statute or regulation) that could reasonably be expected to result in a material Dagger ObligationLiability to the Company or its Subsidiaries. Except as described in Schedule A22.33.31(c), no Dagger neither the Company nor any Subsidiary has undergone undergone, or is undergoing any undergoing, any, audit, review, inspection, investigation, survey or examination of records relating to any Dagger Government Contract or Grant (where such audit or such other activity is either outside the ordinary course of business or would reasonably be expected to result in a material Dagger ObligationLiability to the Company or its Subsidiaries). No Except as set forth in Schedule 3.31(c), no audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 has revealed any fact, occurrence occurrence, or practice which could that would reasonably be expected to affect in any adverse manner the assets, business or financial statements of any Dagger the Company or any Dagger Company’s Subsidiary, or their respective continued eligibility to receive and perform Government ContractsContracts or Grants. To Neither the Knowledge of Arrow, no Dagger Company nor any Subsidiary has made any payment, directly or indirectly, to any Person in violation of applicable lawsLaw, including (but not limited to) laws Laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To Each of the Knowledge of Arrow, Company and each Dagger Company Subsidiary has complied in all material respects with all applicable requirements under each Dagger Government Contract and Grant relating to the safeguarding of and access to classified information. Each Dagger Company’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger Government Contracts (or any of them).

Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger Company WGI has complied in all material respects with all statutory and regulatory requirements pertaining to the Dagger WGI Government Contracts to which it is a partyContracts, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation (the “FAR”), the FAR cost principles and the Cost Accounting Standards, in each case to the extent applicable. To the Knowledge of Arrow, each Dagger Company WGI has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger WGI Government Contracts, whether incorporated expressly, by reference or by operation of law. To the Knowledge of Arrow, all All facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of any Dagger Company WGI in connection with any Dagger WGI Government Contracts and its quotations, bids and proposals for Government Contracts were current, accurate and complete in all material respects as of the date of their submission. To the Knowledge of ArrowWGI, each Dagger Company WGI has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger WGI Government Contracts and each of its quotations, bids and proposals for Government Contracts. Each Dagger Company WGI has developed and implemented a government contracts compliance program which includes corporate policies and procedures designed to ensure compliance with applicable government procurement statutes, regulations and contract requirements. To the Knowledge of ArrowWGI, no facts exist which could reasonably be expected to give rise to liability to any Dagger Company WGI under the False Claims Act which would reasonably be expected to result in a material Dagger ObligationAct. Except as described in Schedule A22.33.24 hereto, no Dagger Company WGI has not undergone or and is not undergoing any auditaudit (other than routine DCAA audits), review, inspection, investigation, survey or examination of records relating to any Dagger WGI Government Contract (where such audit is either outside Contract. WGI has made available to Parent the ordinary course results of business or would reasonably be expected to result in a material Dagger Obligation). No any audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 has revealed any fact, occurrence or practice which could affect the assets, business or financial statements of any Dagger Company or any Dagger Company’s continued eligibility to receive and perform Government Contracts3.24 hereto. To the Knowledge of Arrow, no Dagger Company has made any payment, directly or indirectly, to any Person in violation of applicable laws, including (but not limited to) laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To the Knowledge of Arrow, each Dagger Company has complied in all material respects with all applicable requirements under each Dagger Government Contract relating to the safeguarding of and access to classified information. Each Dagger CompanyWGI’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger WGI Government Contracts (or any of them).

Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger of the Company and each Company Subsidiary has complied in all material materials respects with all applicable statutory and regulatory requirements pertaining to the Dagger Government Contracts to which it is a party, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services ActAct (and any similar state or local statute or regulation), the Federal Acquisition Regulation (the “FAR”) (and any similar state or local statute or regulation), the FAR cost principles (and any similar state or local statute or regulation), all applicable FAR Supplements, including the DFARS, and the Cost Accounting StandardsStandards (“CAS”) (and any similar state or local statute or regulation). To the Knowledge of ArrowCompany’s Knowledge, each Dagger of the Company and each Company Subsidiary has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger Government Contracts, whether incorporated expressly, by reference or by operation of law. To the Knowledge of ArrowCompany’s Knowledge, all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of the Company or any Dagger Company Subsidiary in connection with any Dagger Government Contracts Contract and its quotations, bids and proposals for Government Contracts were current, accurate and complete in all material respects as of the date of their submission. To the Knowledge of ArrowCompany’s Knowledge, each Dagger of the Company and each Company Subsidiary has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger Government Contracts and each of its quotations, bids and proposals for Government Contracts. Each Dagger Company has developed and implemented a government contracts compliance program which includes corporate policies and procedures to ensure compliance with applicable government procurement statutes, regulations and contract requirements. To the Knowledge of ArrowCompany’s Knowledge, no facts exist which that could reasonably be expected to give rise to liability Liability to the Company or any Dagger Company Subsidiary under the False Claims Act which would (or under any similar state or local statute or regulation) that could reasonably be expected to result in a material Dagger ObligationCompany Liability. Except as described in Schedule A22.33.25.3, no Dagger neither the Company nor any Company Subsidiary has undergone undergone, or is undergoing any undergoing, any, audit, review, inspection, investigation, survey or examination of records relating to any Dagger Government Contract (where such audit or such other activity is either outside the ordinary course of business or would reasonably be expected to result in a material Dagger ObligationCompany Liability). No audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 3.25.3 has revealed any fact, occurrence occurrence, or practice which could that would reasonably be expected to affect in any adverse manner the assets, business or financial statements of any Dagger the Company or any Dagger Company’s Company Subsidiary, or their respective continued eligibility to receive and perform Government Contracts. To the Knowledge of ArrowCompany’s Knowledge, no Dagger neither the Company nor any Company Subsidiary has made any payment, directly or indirectly, to any Person in violation of applicable lawsApplicable Laws, including (but not limited to) laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To the Knowledge of ArrowCompany’s Knowledge, each Dagger of the Company and each Company Subsidiary has complied in all material respects with all applicable requirements under each Dagger Government Contract relating to the safeguarding of and access to classified information. Each Dagger Company’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger Government Contracts (or any of them).

Compliance with Law and Regulation and Contractual Terms; Inspection and Certification. Each Dagger The Company has complied in all material materials respects with all applicable statutory and regulatory requirements pertaining to the Dagger Government Contracts to which it is a party, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation (the “FAR”), the FAR cost principles principles, and the Cost Accounting Standards. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, each Dagger the Company has complied in all material respects with all terms and conditions, including (but not limited to) all clauses, provisions, specifications, and quality assurance, testing and inspection requirements of the Dagger Government Contracts, whether incorporated expressly, by reference or by operation of law. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, all facts set forth in or acknowledged by any representations, certifications or disclosure statements made or submitted by or on behalf of any Dagger the Company in connection with any Dagger Government Contracts Contract and its quotations, bids and proposals for Government Contracts were current, accurate and complete in all material respects as of the date of their submission. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, each Dagger the Company has complied in all material respects with all applicable representations, certifications and disclosure requirements under all Dagger Government Contracts and each of its quotations, bids and proposals for Government Contracts. Each Dagger The Company has developed and implemented a government contracts corporate ethics and compliance program which that includes corporate policies appropriate instructions and procedures references regarding employee time charging under Government Contracts and in respect of the Company’s 8(a) status and other issues to ensure compliance with applicable government United States Government procurement statutes, regulations and contract requirements. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, no facts exist which that could reasonably be expected to give rise to liability Liability to any Dagger the Company under the False Claims Act which that would reasonably be expected to result in a material Dagger ObligationCompany Liability. Except as described in Schedule A22.33.26.3, no Dagger the Company has not undergone or and is not undergoing any audit, review, inspection, investigation, survey or examination of records relating to any Dagger Government Contract (where such audit activity is either outside the ordinary course of business or would reasonably be expected to result in a material Dagger ObligationCompany Liability). No audit, review, inspection, investigation, survey or examination of records described in Schedule A22.3 3.26.3 has revealed any fact, occurrence occurrence, or practice which that could affect the assets, business or financial statements statement of any Dagger Company the Company, or any Dagger Company’s its continued eligibility to receive and perform Government Contracts. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, no Dagger the Company has not made any payment, directly or indirectly, to any Person in violation of applicable lawsApplicable Laws, including (but not limited to) laws relating to bribes, gratuities, kickbacks, lobbying expenditures, political contributions and contingent fee payments. To the Company’s Knowledge of Arrowand Sellers’ Knowledge, each Dagger the Company has complied in all material respects with all applicable requirements under each Dagger Government Contract relating to the safeguarding of and access to classified information. Each Dagger The Company’s cost accounting, purchasing, inventory and quality control systems are in material compliance with all applicable government procurement statutes and regulations and with the requirements of the Dagger Government Contracts (or any of them).