Government Contract Matters. (a) For the purposes of this Section 8.7 only, the following definitions apply:
Government Contract Matters. (a) Schedule 3.16(a) identifies all of the Seller’s Government Contracts. Except as set forth in Schedule 3.16(a), and in addition to the representations made by Seller in Section 3.15 hereof, with respect to each and every such Government Contract or Bid which, if accepted, would result in a Government Contract (a “Government Bid”) to which any Seller, is a party:
(i) the Seller has complied with all terms and conditions of such Government Contracts or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein;
(ii) the Seller has complied with all requirements of all Rules or agreements pertaining to such Government Contracts or Government Bid;
(iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contracts or Government Bid were, to the Seller’s Knowledge, complete and correct as of their effective date, and the Seller has, to the Seller’s Knowledge, complied with all such representations and certifications;
(iv) neither the United States Government nor any prime contractor, subcontractor or other Person has notified the Seller, either in writing or, to the Seller’s Knowledge, orally, that the Seller has breached or violated any Rule, certification, representation, clause, provision or requirement pertaining to such Government Contracts 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 Contracts or Government Bid;
(vi) to the Seller’s Knowledge, no cost incurred by the Seller pertaining to such Government Contracts or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the United States Government; and
(vii) to the Seller’s Knowledge, no money due to the Seller pertaining to such Government Contracts or Government Bid has been withheld or set off nor has any claim been made to withhold or set-off money and the Seller is entitled to all progress payments received with respect thereto. Each Government Contracts is valid and subsisting.
(b) Except as set forth in Schedule 3.16(b):
(i) neither the Seller nor, to the Seller’s Knowledge, any of its managers, officers, employees, consultants, agents or Affiliates is (or during the last three (3) years has been) under administrative, civil or criminal investigation, indictment or information b...
Government Contract Matters. (a) With respect to each Government Contract and bid, quotation, proposal or offer made by the Company that, if accepted, could result in a Government Contract (“Government Bid”), (i) all representations, certifications, disclosures and warranties made by the Company were current, accurate and complete in all material respects as of their effective date and the Company has complied in all material respects with all such representations, certifications, disclosures and warranties; (ii) neither the Company nor, to the Company’s Knowledge, any of its respective officers, senior management or employees has been debarred, suspended or excluded from participation in the award of any contract with a Governmental Entity nor, to the Company’s Knowledge has any debarment, suspension or exclusion Action been threatened in writing or initiated against the Company or to the Company’s Knowledge, any of its respective officers, senior management, or employees; and (iii) since the Lookback Date, the Company has not conducted any internal investigation or initiated or made a voluntary or mandatory disclosure to a Governmental Entity, or other prime contractor or higher-tier subcontractor with respect to any irregularity, misstatement or omission with respect to a Government Contract or Government Bid.
(b) Since the Lookback Date, the Company has (i) complied in all material respects with the Laws, certifications, representations, clauses, provisions and requirements under or incorporated into each Government Contract; (ii) not received any written notice of breach, cure, show cause or default with respect to any Government Contract; or (iii) not had any Government Contract threatened to be terminated for default, failure to perform or other cause.
(c) The Company has complied in all material respects with all terms, conditions, and eligibility requirements for any loans applied for or received by the Company pursuant to Section 7(a) of the Small Business Act (15 U.S.C. § 636(a)).
Government Contract Matters. The Company has not received --------------------------- reimbursement for any contributions made to, benefits accrued under or other costs incurred in connection with any defined benefit pension plan under any provision of any contract with the government of the United States, any agency thereof, any state or any political subdivision thereof.
Government Contract Matters. Except as set forth in SCHEDULE 5.01-Y:
(i) The Borrower is in compliance with all material terms and conditions of all Government Contracts, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein;
(ii) The Borrower is in compliance with all material terms and conditions of all Requirements of Law and all Contractual Obligations pertaining to any Government Contract;
(iii) All representations and certifications executed or acknowledged or set forth in or pertaining to each Government Contract were complete, accurate, correct and truthful as of the date such representations or certifications were made, and the Borrower has complied in all material respects with all such representations and certifications since such date;
(iv) None of the DOD, any other United States Governmental Authority, any prime contractor, subcontractor or other Person has notified the Borrower or any of its Subsidiaries that the Borrower or such Subsidiary has breached or violated any Requirement of Law, certification, representation, clause, provision or requirement pertaining to any Government Contract;
(v) No termination for default, termination for convenience, cure notice or show cause notice is currently in effect with respect to any Government Contract;
(vi) To the best of the Borrower's knowledge, no cost incurred pertaining to any Government Contract has been questioned or challenged, is the subject of any investigation or has been disallowed by any United States Governmental Authority;
(vii) To the best of the Borrower's knowledge, no money due to the Borrower or any of its Subsidiaries pertaining to any Government Contract has been withheld, or has been the subject of an attempt to withhold, or reduced through exercise of a right of set-off or otherwise;
(viii) There is no action, suit, investigation or proceeding relating to any Government Contract, or relating to any proposed suspension or debarment of the Borrower, any of its Subsidiaries or any of their respective employees or agents, pending against (or, to the best of the Borrower's knowledge, threatened against) the Borrower, such Subsidiary, such other Person or any Property;
(ix) Neither the Borrower, any of its Subsidiaries or any of their respective directors, officer or employees is (or during the last five (5) years has been) suspended or debarred from doing business with the United States or any Governmental Authority therein or is (or during such...
Government Contract Matters. (a) The Company has not been suspended or debarred from bidding on Contracts or subcontracts for any Governmental Entity, nor has any suspension or debarment action been commenced.
(b) None of the Company or its executive officers (as such term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, as amended (“Exchange Act”)) have, within the preceding three years, been convicted or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining or attempting to obtain, or performing a federal, state or local government Contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, Tax evasion, or receiving stolen property.
(c) No termination, default, cure or show cause notice has been issued to the Company under any Contract with a Governmental Entity.
(d) There exist no outstanding requests for equitable adjustment or other contractual action for material relief against the Company with respect to any Contract with a Governmental Entity.
(e) The Company has complied with, and has conducted its operations in accordance with, each Applicable Law pertaining to Contracts with Governmental Entities, including compliance with all applicable wage requirements.
Government Contract Matters. (a) Integral Analytics has not been suspended or debarred from bidding on Contracts or subcontracts for any Governmental Entity, nor, to the Company’s Knowledge, has any suspension or debarment action been commenced.
(b) None of Integral Analytics or its executive officers (as such term is defined in Rule 3b-7 of the Exchange Act) have, within the preceding three (3) years, been convicted or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining or attempting to obtain, or performing a federal, state or local government Contract or subcontract; violation of federal or state antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, Tax evasion, or receiving stolen property.
(c) No termination, default, cure or show cause notice has been issued to Integral Analytics.
(d) There exist no outstanding requests for equitable adjustment or other contractual action for relief against Integral Analytics with respect to any Contract with a Governmental Entity.
Government Contract Matters. Except as set forth on --------------------------- Schedule 3.12, PRO DUCT is not a party to any contract or subcontract or other ------------- agreement with or on behalf of the U.S. Government (a "Government Contract") or ------------------- bid or proposal which, if accepted, would result in a Government Contract (a "Government Bid"). -------------- Section 3.13
Government Contract Matters. Except for the Security Agreement with the Department of Defense listed on Schedule 3.25, Metelics is not a party to any Contract with any Government Authority except for purchase orders issued in the ordinary course of business.
Government Contract Matters. (a) Lists of Government Contracts and Government Bids.
(i) Schedule 2.30(a)(i) sets forth as of the date hereof a current, complete and accurate list of each Government Contract the period of performance of which has not yet expired or been terminated and for which final payment has not yet been received (collectively, the “Current Government Contracts”). Each Current Government Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms against all parties thereto. Each Current Government Contract was awarded in compliance with Applicable Law. The Company has not received written notice that any Current Government Contract is the subject of bid or award protest proceedings and, to Company’s Knowledge, no such Current Government Contract is reasonably likely to become the subject of bid or award protest proceedings. The Company has provided to Buyer complete and correct copies of each such Current Government Contract with a total ceiling cost or price in excess of $50,000, including any purchase orders, task orders or delivery orders with a total expected value in excess of $50,000 issued under such Current Government Contracts.
(ii) Schedule 2.30(a)(ii) sets forth a current, complete and accurate list of each Government Contract the period of performance of which has expired or been terminated, and which is still either subject to audit in accordance with its terms or for which final payment has not yet been received. The Company has provided to Buyer complete and correct copies of all such Government Contracts.
(iii) Schedule 2.30(a)(iii) sets forth a current, complete and accurate list of each Government Bid. The Company has provided to Buyer complete and correct copies of all such Government Bids unless the Company is a subcontractor on a bid where the final bid was not provided to the Company.
(iv) Schedule 2.30(a)(iv) sets forth a current, accurate and complete list of each Government Vendor Subcontract for which payments by the Company thereunder are reasonably expected to exceed $50,000 during the one-year period immediately after the Closing Date. The Company has provided to Buyer complete and correct copies of all such Government Vendor Subcontracts.
(v) Except as set forth on Schedule 2.30(a)(v), there exists no Government Contract or Government Bid (A) in connection with which the Company represented to the applicable Governmental Authority that the Company qualified as a S...
