Common use of Government Contract Compliance Clause in Contracts

Government Contract Compliance. Except as set forth in Schedule 3.11.1, with respect to each and every contract, agreement or subcontract with or on behalf of the United States Government or any agency, department or division thereof to which Seller is a party or to which Elecsys is or was a party in connection with the Business (a "Government Contract") or bid or proposal which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller or Elecsys, as the case may be, has complied with all material terms and conditions of such Government Contract or Government Bid; (ii) Seller or Elecsys, as the case may be, has complied with all requirements of all material laws, regulations, standards or agreements pertaining to such Government Contract or Government Bid, including without limitation, to the extent applicable, the Cost Accounting Standards and the Truth in Negotiations Act; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date and Seller or Elecsys, as the case may be, has complied in all material respects with all such representations and certifications; (iv) neither the United States Government nor any prime contractor, subcontractor or other person has notified Seller or Elecsys, as the case may be, either in writing or, to Seller's Knowledge, orally, that Seller or Elecsys, as the case may be, has breached or violated any statute, regulation, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (vi) no material cost incurred by Seller or Elecsys, as the case may be, pertaining to a Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the United States Government; (vii) no money due to Seller or Elecsys, as the case may be, pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Elecsys, as the case may be, is entitled to all progress payments received with respect thereto; and (viii) each Government Contract to which Seller or Elecsys in connection with the Business is a party is valid and subsisting.

Government Contract Compliance. Except as set forth in Schedule 3.11.1, with respect to each and every contract, agreement or subcontract with or on behalf Section 4.8(c) of the United States Government or any agencyCompany Disclosure Schedule, department or division thereof to which Seller is a party or to which Elecsys is or was a party in connection with the Business (a "Government Contract") or bid or proposal which, if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller or Elecsys, as the case may be, Company and each of its Subsidiaries has complied with all material terms and conditions of such each Government Contract and Bid to which it is a party or Government Bidsubject; (ii) Seller or Elecsys, as the case may be, Company and each of its Subsidiaries has complied with all applicable requirements of all material laws, regulations, standards or agreements pertaining to such Government Contract or Government Bid, including without limitation, to the extent applicable, the Cost Accounting Standards and Standards, the Truth in Negotiations Act, the False Claims Act and the Patriot Act, and all other material requirements of Law pertaining to each Government Contract or Bid; (iii) all representations and certifications executed, acknowledged made by the Company or set forth in or pertaining any of its Subsidiaries with respect to such any Government Contract or Government Bid were complete and correct accurate as of their effective date and Seller or Elecsys, as the case may be, has Company and its Subsidiaries have complied in all material respects with all such representations and certifications; (iv) neither the United States Government nor any prime contractor, subcontractor or other person has notified Seller or Elecsys, as the case may be, either in writing or, to Seller's Knowledge, orally, that Seller or Elecsys, as the case may be, has breached or violated any statute, regulation, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining effect, has been issued and remains unresolved, or, to such the Company’s Knowledge, is expected with respect to any Open Government Contract or Bid; (v) neither any Governmental Entity nor any prime contractor, subcontractor or other Person has notified or indicated to the Company or any of its Subsidiaries in writing that the Company or any of its Subsidiaries has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to any Government Contract or Bid; (vi) other than pursuant to Government Contract requirements for withholding of fees under cost plus fixed fee contracts and labor withholdings under time and materials/labor hour contracts, no money due to the Company or any of its Subsidiaries pertaining to any Government Contract or Bid has been withheld or set off nor has the Company received notice (oral or written) of any claim to withhold or set off money, which claims have not been reflected in Company Financial Statements, and the Company and its Subsidiaries are entitled to all progress payments received with respect thereto; (vii) no stop work order has been issued and is in effect with respect to any Open Government Contract or Bid; (viii) no material cost incurred by Seller the Company or Elecsys, as the case may be, any of its Subsidiaries pertaining to a any Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the United States Governmentany Governmental Entity; (viiix) no money due there have not been any written notices challenging, questioning or disallowing any costs with respect to Seller any Government Contract or ElecsysBid that is subject to audit that have not either been resolved in favor of the Company or its Subsidiaries or that are not reflected in the Company Financial Statements; (x) neither the Company nor any of its Subsidiaries is a guarantor or otherwise liable for any Liability (including indebtedness) of any other Person with respect to any Government Contract or Bid; and (xi) neither the Company nor any Subsidiary thereof has any reason to expect or anticipate that the actual incurred costs of the Company or any of its Subsidiaries allocable to any Government Contract or Bid will, as at the case may betime that performance of such Government Contract or Bid concludes, pertaining exceed the price or any funding limitation or authorizations applicable to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller or Elecsys, as the case may be, is entitled to all progress payments received with respect thereto; and (viii) each Government Contract to which Seller or Elecsys in connection with the Business is a party is valid and subsistingBid.

Government Contract Compliance. Except as set forth in on Schedule 3.11.13(o)(iv), with respect to each and every contract, agreement or subcontract with or on behalf of Government Contract related to the United States Government or any agency, department or division thereof Business to which Seller is a party or (each, a “Seller Government Contract”) and each pending Government Bid related to which Elecsys is or was a party in connection with the Business submitted by Seller (each, a "Government Contract") or bid or proposal which“Seller Bid”), if accepted, would result in a Government Contract (a "Government Bid"): (i) Seller or Elecsys, as the case may be, has complied with all material terms and conditions of such Government Contract or Government Bid; (ii) Seller or Elecsys, as the case may be, has complied with all requirements of all material laws, regulationsLaws, standards or agreements pertaining to such Seller Government Contract or Government Seller Bid, including including, without limitation, to the extent applicable, the Cost Accounting Standards and Standards, the Truth in Negotiations Act and the False Claims Act; (iiiii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Seller Government Contract or Government Seller Bid were complete and correct in all material respects as of their effective date and Seller or Elecsys, as the case may be, has complied in all material respects with all such representations and certifications; (iviii) neither the United States Government any Governmental Body nor any prime contractor, subcontractor or other person Person has notified Seller or Elecsys, as the case may beSeller, either in writing or, to the Knowledge of Seller's Knowledge, orally, that Seller or Elecsys, as the case may be, has breached or violated any statute, regulationLaw, certification, representation, clause, provision or requirement pertaining to such Seller Government Contract or Government Seller Bid; (viv) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect or has been issued within the past three (3) years pertaining to any such Seller Government Contract or Seller Bid; (v) other than pursuant to Government Contract requirements for withholding of fees under cost plus fixed fee contracts and labor withholdings under time and materials/labor hour contracts, no money currently due to Seller pertaining to such Seller Government Contract or Government BidSeller Bid has been withheld or set off nor has any current claim been made to withhold or set off money, and Seller is entitled to all progress payments received with respect thereto; (vi) Seller has complied in all material respects with all of the provisions of such Seller Government Contract or Seller Bid (including the clauses in General Services Administration multiple award schedule contracts relating to Price Reductions and Commercial Sales Practices); (vii) to Seller’s Knowledge, no material cost incurred by Seller or Elecsys, as the case may be, pertaining to a such Seller Government Contract or Government Seller Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the United States U.S. Government; (viiviii) no money due with respect to any Seller or Elecsys, as the case may be, pertaining to such Government Contract or Government Bid has been withheld Seller Bid, Seller is not a guarantor or set off nor has otherwise liable for any claim been made to withhold liability or set off money and obligation (including indebtedness) of any other Person other than Seller or Elecsys, as the case may be, is entitled to all progress payments received any of its subcontractors; (ix) with respect theretoto any Seller Government Contract or Seller Bid, there have not been any requests by any Governmental Body for a contract price adjustment based on a claimed disallowance by any Governmental Body or at the direction of any Governmental Body or written notice of defective pricing; (x) with respect to any Seller Government Contract or Seller Bid, there have not been any claims or equitable adjustments by Seller against the U.S. Government or any third party in excess of $50,000; and (viiixi) each with respect to any Seller Government Contract to which or Seller Bid, there have not been any written notices challenging, questioning or Elecsys in connection with the Business is a party is valid and subsistingdisallowing any costs.

Government Contract Compliance. Except as set forth in Schedule 3.11.1Section 3.17(a) of the Disclosure Schedule, with respect to each and every contract, agreement or subcontract with or on behalf of the United States Government or any agency, department or division thereof to which Seller is a party or to which Elecsys is or was a party in connection with the Business (a "Government Contract") or bid or proposal which, if accepted, would result in a Government Contract Contract, each of which is listed on Section 3.17(a) of the Disclosure Schedule (a "Government Bid"): ) with a value in excess of $500,000: (i) Seller or Elecsys, as the case may be, Company and each Company Subsidiary has complied with all material terms and conditions of such Government Contract or Government Bid; (ii) Seller or Elecsys, as the case may be, Company and each Company Subsidiary has complied with all requirements of all material laws, regulations, standards or agreements pertaining to such Government Contract or Government Bid, including without limitation, to the extent applicable, the Cost Accounting Standards and limitation the Truth in Negotiations Act; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and correct in all material respects as of their effective date and Seller or Elecsys, the Company and each Company Subsidiary (as the case may be, applicable) has complied in all material respects with all such representations and certifications; (iv) neither the United States Government nor any prime contractor, subcontractor or other person has notified Seller the Company or Elecsys, as the case may bea Company Subsidiary, either in writing or, to Seller's Knowledge, or orally, that Seller the Company or Elecsys, as the case may be, any Company Subsidiary has breached or violated in any statute, regulationmaterial respect any Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid, except for such terminations or notices which are not material; (vi) no material cost in excess of $100,000 incurred by Seller the Company or Elecsys, as the case may be, any Company Subsidiary pertaining to a Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the United States Government; (vii) no money in excess of $100,000 due to Seller the Company or Elecsys, as the case may be, any Company Subsidiary pertaining to such Government Contract or Government Bid has been withheld or set off nor has any claim been made to withhold or set off money and Seller the Company or Elecsys, as the case may be, such Company Subsidiary is entitled to all progress payments received with respect thereto; and (viii) each Government Contract to which Seller or Elecsys in connection with the Business Company and each Company Subsidiary is a party is valid and subsisting.