Common use of Government Contracting Clause in Contracts

Government Contracting. (a) Except as set forth in Part 3.20(a) of the Parent Disclosure Schedule, there are (i) no outstanding claims against Parent, either by any Governmental Body or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract, and (ii) no disputes between Parent and any Governmental Body under the Contract Disputes Act or any other federal statute or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract. Except as set forth in Part 3.20(a) of the Parent Disclosure Schedule, to the Knowledge of Parent there are no facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (b) Parent has submitted all required provisional bid labor and indirect rates through fiscal year 2008 and final indirect rates to the cognizant U.S. Government administrative contracting officer through fiscal year 2006. All such submissions are consistent with all government regulations cost accounting rules and regulations, including but not limited to the Federal Acquisition Regulations. No unallowable costs were contained therein. (c) Except as set forth in Part 3.20(c) of the Parent Disclosure Schedule, neither Parent nor, to the Knowledge of Parent, any of its present employees, consultants or agents is (or during the last five years has been) suspended or debarred from doing business with any Governmental Body or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for any Governmental Body. (d) Except as set forth in Part 3.20(d) of the Parent Disclosure Schedule, to the Knowledge of Parent, no statement, representation or warranty made by Parent in any Government Contract, any government bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to any Governmental Body in connection with any Government Contract or government bid (i) contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, or (ii) contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except where, in the case of both clauses (i) and (ii), any untrue statement or failure to state a fact would not have a Material Adverse Effect on Parent. (e) Parent, in conducting its business as it relates to government contracts, is in material compliance with all government accounting principals and governing regulations. No unidentified unallowable costs exist on the books and records of Parent. (f) Parent has submitted all required labor rate proposals, as well as all final indirect rate submissions, to the cognizant Defense Contract Management Agency (DCMA) Administrative Contracting Officer for prior years in accordance with applicable Federal Acquisition Regulations, and there are no outstanding or unresolved matters with respect thereto. (g) Except as set forth in Part 3.20(g) of the Parent Disclosure Schedule: (i) none of Parent’s employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or request for information by any Governmental Entity relating to the performance of his or her duties to Parent; (ii) there is not pending any audit or investigation of Parent, its officers, employees or representatives nor within the last five years has there been any audit or investigation of Parent, officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any government contract; and (iii) during the last five years, Parent has not made any voluntary disclosure to any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contract. Except as set forth in Part 3.20(g) of the Parent Disclosure Schedule, Parent has not had any irregularities, misstatements or omissions arising under or relating to any government contract that has led or is expected to lead, either before or after the Effective Time, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.

Government Contracting. (a) Except as set forth in Part 3.20(a2.19(a) of the Parent Company Disclosure Schedule, there are (i) no outstanding claims against Parentthe Company, either by any Governmental Body or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract, and (ii) no disputes between Parent the Company and any Governmental Body under the Contract Disputes Act or any other federal statute or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract. Except as set forth in Part 3.20(a2.19(a) of the Parent Company Disclosure Schedule, to the Knowledge of Parent the Company there are no facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (b) Parent The Company has submitted all required provisional bid labor and indirect rates through fiscal year 2008 and final indirect rates to the cognizant U.S. Government administrative contracting officer through fiscal year 2006. All such submissions are consistent with all government regulations cost accounting rules and regulations, including but not limited to the Federal Acquisition Regulations. No unallowable costs were contained therein. (c) Except as set forth in Part 3.20(c2.19(c) of the Parent Company Disclosure Schedule, neither Parent the Company nor, to the Knowledge of Parentthe Company, any of its present employees, consultants or agents is (or during the last five years has been) suspended or debarred from doing business with any Governmental Body or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for any Governmental Body. (d) Except as set forth in Part 3.20(d2.19(d) of the Parent Company Disclosure Schedule, to the Knowledge of Parentthe Company, no statement, representation or warranty made by Parent Company in any Government Contract, any government bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to any Governmental Body in connection with any Government Contract or government bid (i) contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, or (ii) contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except where, in the case of both clauses (i) and (ii), any untrue statement or failure to state a fact would not have a Material Adverse Effect on Parentthe Company. (e) ParentThe Company, in conducting its business the Business as it relates to government contracts, is in material compliance with all government accounting principals and governing regulations. No unidentified unallowable costs exist on the books and records of Parentthe Company. (f) Parent The Company has submitted all required labor rate proposals, as well as all final indirect rate submissions, to the cognizant Defense Contract Management Agency (DCMA) Administrative Contracting Officer for prior years in accordance with applicable Federal Acquisition Regulations, and there are no outstanding or unresolved matters with respect thereto. (g) Except as set forth in Part 3.20(g2.19(g) of the Parent Company Disclosure Schedule: (i) none of Parentthe Company’s employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or request for information by any Governmental Entity relating to the performance of his or her duties to Parentthe Company; (ii) there is not pending any audit or investigation of Parentthe Company, its officers, employees or representatives nor within the last five years has there been any audit or investigation of Parentthe Company, officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any government contract; and (iii) during the last five years, Parent the Company has not made any voluntary disclosure to any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contract. Except as set forth in Part 3.20(g2.19(g) of the Parent Company Disclosure Schedule, Parent the Company has not had any irregularities, misstatements or omissions arising under or relating to any government contract that has led or is expected to lead, either before or after the Effective Time, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.

Government Contracting. (a) Except as set forth in Part 3.20(a) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement, there are (i) no outstanding claims against Parentany Acquired Company, either by any Governmental Body Entity or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract, and (ii) no disputes between Parent any Acquired Company and any Governmental Body under the Contract Disputes Act or any other federal statute Entity or between the any Acquired Company and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract. Except as set forth in Part 3.20(a) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement, to the Knowledge of Parent the two major shareholders among the SELLERS there are no facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (b) Parent Each Acquired Company has submitted all required provisional bid labor and indirect rates through fiscal year 2008 2007, and final indirect rates to the cognizant U.S. Government administrative contracting officer Competent Authority through fiscal year 20062007. All such submissions are consistent with all government regulations cost accounting rules and regulations, including but not limited to the Federal Acquisition Regulations. No unallowable costs were contained therein. (c) Except as set forth in Part 3.20(c) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement, neither Parent any Acquired Company nor, to the Knowledge of Parentthe two major shareholders among the SELLERS, any of its their present employees, consultants or agents is are (or during the last five (5) years has been) suspended or debarred from doing business with any Governmental Body Entity or is are (or during such period was) the subject of a finding of non-responsibility or ineligibility for any Governmental BodyEntity. (d) Except as set forth in Part 3.20(d) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement, to the Knowledge of Parentthe two major shareholders among the SELLERS, no statement, representation or warranty made by Parent any Acquired Company in any Government Contract, any government bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to any Governmental Body Entity in connection with any Government Contract or government bid (i) contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are were made, not misleading, or (ii) contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are were made, not misleading, except where, in the case of both clauses (i) and (ii), any untrue statement or failure to state a fact would not have a Material Adverse Effect material adverse effect on Parentthe business, operations, properties, prospects, assets, liabilities or condition of any Acquired Company. (e) ParentEach Acquired Company, in conducting its business as it relates to government contractsGovernment Contracts, is in material compliance with all government accounting principals and governing regulations. No unidentified unallowable costs exist on the books and records of Parenteach Acquired Company. (f) Parent has submitted all required labor rate proposals, as well as all final indirect rate submissions, to the cognizant Defense Contract Management Agency (DCMA) Administrative Contracting Officer for prior years in accordance with applicable Federal Acquisition Regulations, and there are no outstanding or unresolved matters with respect thereto. (g) Except as set forth in Part 3.20(g) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement: (i) none of Parentany Acquired Company’s employees, consultants or agents is (or during the last five (5) years has been) under administrative, civil or criminal investigation, indictment or request for information by any Governmental Entity relating to the performance of his or her duties to Parentsuch Acquired Company; (ii) there is not pending any audit or investigation of Parentany Acquired Company, its officers, employees or representatives nor within the last five (5) years has there been any audit or investigation of Parent, any Acquired Company or its officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any government contractGovernment Contract; and (iii) during the last five (5) years, Parent no Acquired Company has not made any voluntary disclosure to any Governmental Body Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contractGovernment Contract. Except as set forth in Part 3.20(g) of the Parent Disclosure ScheduleAttachment 3.18 to this Agreement, Parent no Acquired Company has not had any irregularities, misstatements or omissions arising under or relating to any government contract Government Contract that has led or is expected to lead, either before or after the Effective Time, lead to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.

Government Contracting. (a) Except as set forth in Part 3.20(aSection 3.25(a) of the Parent Company Disclosure Schedule, there are (i) no outstanding material claims against Parentthe Company or any Subsidiary, either by any Governmental Body Entity or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract, and (ii) no disputes between Parent the Company or any Subsidiary and any Governmental Body Entity under the Contract Disputes Act or any other federal Federal statute or between the Company or any Subsidiary and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract. Except as set forth in Part 3.20(aSection 3.25(a) of the Parent Company Disclosure Schedule, to the Knowledge of Parent the Company, there are no facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (b) Parent The Company has submitted all required provisional bid labor and indirect rates through fiscal year 2008 2007, and final indirect rates to the cognizant U.S. Government administrative contracting officer through fiscal year 2006. All such submissions are consistent with all government regulations cost accounting rules and regulations, including but not limited to the Federal Acquisition Regulations. No material unallowable costs were contained therein. (c) Except as set forth in Part 3.20(cSection 3.25(c) of the Parent Company Disclosure Schedule, neither Parent the Company, any Subsidiary nor, to the Knowledge of Parentthe Company, any of its present employees, consultants or agents is (or during the last five (5) years has been) suspended or debarred from doing business with any Governmental Body Entity or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for any Governmental BodyEntity. (d) Except as set forth in Part 3.20(dSection 3.25(d) of the Parent Company Disclosure Schedule, to the Knowledge of Parentthe Company, no statement, representation or warranty made by Parent Company or any Subsidiary in any Government Contract, any government bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to any Governmental Body Entity in connection with any Government Contract or government bid (i) contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, or (ii) contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except where, in the case of both clauses (i) and (ii), any untrue statement or failure to state a fact would not have a Material Adverse Effect on Parentthe Company. (e) ParentThe Company together with its Subsidiaries, in conducting its business the Business as it relates to government contracts, is in material compliance with all government accounting principals and governing regulations, including but not limited to, all laws relating to government contract recordkeeping. No unidentified unallowable costs exist on the books and records of Parentthe Company. (f) Parent The Company together with its Subsidiaries has submitted all required labor rate proposals, as well as all final indirect rate submissions, to the cognizant Defense Contract Management Agency (DCMA) Administrative Contracting Officer for prior years in accordance with applicable Federal Acquisition Regulations, Regulations and there are no outstanding or unresolved matters with respect thereto. (g) Except as set forth in Part 3.20(gon Section 3.25(g) of the Parent Company Disclosure Schedule: (i) none of Parentthe Company’s or any Subsidiary’s employees, consultants or agents is (or or, to the Knowledge of the Company, during the last five (5) years has been) under administrative, civil or criminal investigation, indictment or request for information by any Governmental Entity Authority relating to the performance of his or her duties to Parentthe Company or any Subsidiary; (ii) there is not pending any audit or investigation of Parentthe Company, its officers, employees or representatives nor nor, to the Knowledge of the Company, within the last five (5) years has there been any audit or investigation of Parentthe Company, officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any government contract; and (iii) during the last five (5) years, Parent neither the Company no any Subsidiary has not made any voluntary disclosure to any Governmental Body Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contract. Except as set forth in Part 3.20(g) of the Parent Disclosure Schedule, Parent has not had any irregularities, misstatements or omissions arising under or relating to any government contract that has led or is expected to lead, either before or after the Effective Time, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.

Government Contracting. (a) Except as set forth in Part 3.20(aSection 2.25(a) of the Parent Disclosure ScheduleCompany Letter, there are (i) no outstanding claims against Parentthe Company, either by any Governmental Body Entity or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract, and (ii) no disputes between Parent the Company and any Governmental Body Entity under the Contract Disputes Act or any other federal Federal statute or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract. Except as set forth in Part 3.20(aSection 2.25(a) of the Parent Disclosure ScheduleCompany Letter, to the Knowledge of Parent the Company there are no facts that could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. (b) Parent The Company has submitted all required provisional bid labor and indirect rates through fiscal year 2008 2006, and final indirect rates to the cognizant U.S. Government administrative contracting officer through fiscal year 20062005. All such submissions are consistent with all government regulations cost accounting rules and regulations, including but not limited to the Federal Acquisition Regulations. No unallowable costs were contained therein. (c) Except as set forth in Part 3.20(cSection 2.25(c) of the Parent Disclosure ScheduleCompany Letter, neither Parent the Company nor, to the Knowledge of Parentthe Company, any of its present employees, consultants or agents is (or during the last five (5) years has been) suspended or debarred from doing business with any Governmental Body Entity or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for any Governmental BodyEntity. (d) Except as set forth in Part 3.20(dSection 2.25(d) of the Parent Disclosure ScheduleCompany Letter, to the Knowledge of Parentthe Company, no statement, representation or warranty made by Parent Company in any Government Contract, any government bid or any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to any Governmental Body Entity in connection with any Government Contract or government bid (i) contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, or (ii) contains any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except where, in the case of both clauses (i) and (ii), any untrue statement or failure to state a fact would not have a Material Adverse Effect on Parentthe Company. (e) ParentThe Company, in conducting its business the Business as it relates to government contracts, is in material compliance with all government accounting principals and governing regulations. No unidentified unallowable costs exist on the books and records of Parentthe Company. (f) Parent The Company has submitted all required labor rate proposals, as well as all final indirect rate submissions, to the cognizant Defense Contract Management Agency (DCMA) Administrative Contracting Officer for prior years in accordance with applicable Federal Acquisition Regulations, Regulations and there are no outstanding or unresolved matters with respect thereto. (g) Except as set forth in Part 3.20(gon Section 2.25(g) of the Parent Disclosure ScheduleCompany Letter: (i) none of Parentthe Company’s employees, consultants or agents is (or during the last five (5) years has been) under administrative, civil or criminal investigation, indictment or request for information by any Governmental Entity Authority relating to the performance of his or her duties to Parentthe Company; (ii) there is not pending any audit or investigation of Parentthe Company, its officers, employees or representatives nor within the last five (5) years has there been any audit or investigation of Parentthe Company, officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any government contract; and (iii) during the last five (5) years, Parent the Company has not made any voluntary disclosure to any Governmental Body Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a government contract. Except as set forth in Part 3.20(gSection 2.25(g) of the Parent Disclosure ScheduleCompany Letter, Parent the Company has not had any irregularities, misstatements or omissions arising under or relating to any government contract that has led or is expected to lead, either before or after the Effective Time, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.