Common use of Government Contracting Clause in Contracts

Government Contracting. Except as set forth on Schedule 3.31: (a) (i) no Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller, is (or for the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil False Claims Act or any similar state or local law, rule or regulation), indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for the last five (5) years has been) in violation of any statutes or regulations relative to prohibited practices, including the False Claims Act, prohibitions against "Buying In," the Anti-Kickback Act, the Federal Election Campaign Act, Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; (ii) no Seller has made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses (i) or (ii) above or any other damage, penalty assessment, recoupment of payment or disallowances of cost. (b) No Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller is (or for the last five (5) years has been) suspended, proposed for debarment or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To the Knowledge of Sellers, there exist no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers or Buyer as the purchaser of the Assets. (c) Each Seller is in compliance in all material respects with all Foreign Ownership and Control Interests ("FOCI") regulations and have received all required approvals within the last five (5) years. (d) Each Seller's cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.

Government Contracting. Except as set forth on Schedule 3.313.25 and except as would not have a Material Adverse Effect on the Business: (a) (i) no Sellerneither the Sellers, their Subsidiaries, nor any of their respective directors or officers, or, to the Knowledge of the Sellers, any directorof the Sellers' or their Subsidiaries' employees, officer, employee, agent or consultant of any Selleragents and consultants, is (or for the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil False Claims Act or any similar state or local law, rule or regulation)investigation, indictment or informationaudit, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for the last five (5) years has been) in violation of any statutes or regulations relative relating to prohibited practices, including the False Claims Act, prohibitions against "Buying In," the Anti-Kickback Act, the Federal Election Campaign Act, Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, but not limited to Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; and (ii) no Seller has the Sellers and their Subsidiaries have not made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably reasonable be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses clause (i) or (ii) above or any other material damage, penalty assessment, recoupment of payment or disallowances disallowance of cost.; (b) No Sellerneither the Sellers, nor their Subsidiaries, any of their respective directors or officers nor, to the Knowledge of the Sellers, any directorof the Sellers' or their Subsidiaries' employees, officer, employee, agent or consultant of any Seller is (or for the last five (5) years has been) suspended, proposed for debarment suspended or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To Neither of the Sellers has Knowledge of Sellers, there exist no any circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers or Buyer as their Subsidiaries in the purchaser of the Assets.future; (c) Each Seller is Schedule 3.25 sets forth all facility security clearances held by the Sellers and their Subsidiaries. The Sellers, their Subsidiaries, each of their respective officers and directors and, to the Knowledge of the Sellers, the Sellers' and their Subsidiaries' employees are in compliance in all material respects with all Foreign Ownership and Control Interests ("FOCI") laws, rules, regulations and have received all required approvals within other requirements relating to such facility security clearances or the last five (5) years.safeguarding of classified information, and neither of the Sellers has Knowledge of any facts or circumstances that would result in the revocation of such facility security clearances; and (d) Each Seller's the Sellers' and their Subsidiaries' cost accounting and procurement systems with respect to their Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.

Government Contracting. Except as set forth on Schedule 3.313.25 and except as would not have a Material Adverse Effect on the Business: (a) (i) no Sellerneither the Sellers, their Subsidiaries, nor any of their respective directors or officers, or, to the Knowledge of the Sellers, any directorof the Sellers' or their Subsidiaries' employees, officer, employee, agent or consultant of any Selleragents and consultants, is (or for the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil False Claims Act or any similar state or local law, rule or regulation)investigation, indictment or informationaudit, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for the last five (5) years has been) in violation of any statutes or regulations relative relating to prohibited practices, including the False Claims Act, prohibitions against "Buying In," the Anti-Kickback Act, the Federal Election Campaign Act, Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, but not limited to Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; and (ii) no Seller has the Sellers and their Subsidiaries have not made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably reasonable be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses clause (i) or (ii) above or any other material damage, penalty assessment, recoupment of payment or disallowances disallowance of cost.; (b) No Sellerneither the Sellers, nor their Subsidiaries, any of their respective directors or officers nor, to the Knowledge of the Sellers, any directorof the Sellers' or their Subsidiaries' employees, officer, employee, agent or consultant of any Seller is (or for the last five (5) years has been) suspended, proposed for debarment suspended or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To Neither of the Sellers has Knowledge of Sellers, there exist no any circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers or Buyer as their Subsidiaries in the purchaser of the Assets.future; (c) Each Seller is Schedule 3.25 sets forth all facility security clearances held by the Sellers and their Subsidiaries. The Sellers, their Subsidiaries, each of their respective officers and directors and, to the Knowledge of the Sellers, the Sellers' and their Subsidiaries' employees are in compliance in all material respects with all Foreign Ownership and Control Interests ("FOCI") laws, rules, regulations and have received all required approvals within other requirements relating to such facility security clearances or the last five (5) years.safeguarding of classified information, and neither of the Sellers has Knowledge of any facts or circumstances that would result in the revocation of such facility security clearances; and (d) Each Seller's the Sellers' and their Subsidiaries' cost accounting and procurement systems with respect to their Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.

Government Contracting. Except as set forth on Schedule 3.31: (a) (i) no No Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller, is (or for during the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil False Claims Act or any similar state or local law, rule or regulation), indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for during the last five (5) years has been) in violation of any statutes or regulations relative to prohibited practices, including the Civil False Claims Act, prohibitions against "Buying In," ", the Anti-Kickback Act, the Federal Election Campaign Act, the Truth-In-Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; (ii) no Seller has made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses clause (i) or (ii) above or any other material damage, penalty assessment, recoupment of payment or disallowances of cost. (b) No Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller Seller, is (or for during the last five (5) years has been) suspended, proposed for debarment suspended or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To the Knowledge of Sellers, there exist no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers or Buyer as the purchaser of the Assets, except as may result from Sellers' current financial condition or the filing of the Bankruptcy Cases. (c) Each Seller is The Company and the Company Subsidiaries are in full compliance in all material respects with all Foreign Ownership and Control Interests ("FOCI") regulations and have received all required appropriate approvals within the last five (5) years. (d) Each Seller's Sellers' cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.

Government Contracting. (a) Except as set forth on Schedule 3.31: (a) in Section ---------------------- 3.25 of the Company Disclosure Schedule: (i) no Sellerneither the Company, any of the Company Subsidiaries nor any of the Company's and the Company Subsidiaries' directors, officers or employees, or to the Knowledge knowledge of Sellersthe Company, any director, officer, employee, agent of the Company's and the Company Subsidiaries' agents or consultant of any Sellerconsultants, is (or for the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil ------- False Claims Act or any similar state or local law, rule or regulation), indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for the last five (5) years has been) in violation of any statutes or regulations relative to prohibited practices, including but not limited to the False Claims Act, prohibitions against "Buying In," ", the Anti-Kickback Act, the Federal Election Campaign Act, Truth-In-In- Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; (ii) no Seller has neither the Company nor any of the Company Subsidiaries have made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses (i) or - (ii) above or any other material damage, penalty assessment, recoupment of payment or disallowances disallowance of cost. (b) No SellerExcept as set forth in Section 3.25 of the Company Disclosure Schedule, nor to neither the Knowledge of SellersCompany, any directorof the Company Subsidiaries nor any of the Company's and the Company Subsidiaries' directors, officer, employee, agent officers or consultant of any Seller employees is (or for the last five (5) years has been) suspended, proposed for debarment suspended or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To the Knowledge The Company knows of Sellers, there exist no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers Company or Buyer as the purchaser any of the AssetsCompany Subsidiaries in the future. (c) Each Seller is Except to the extent prohibited by the Industrial Security Manual For Safeguarding Classified Information, Section 3.25 of the Company Disclosure Schedule sets forth all facility security clearances held by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries and each of their respective officers, directors or employees are in compliance in all material respects with all laws, rules, regulations and other requirements relating to such facility security clearances or the safeguarding of classified information, and none of the Company or any of the Company Subsidiaries know of any facts or circumstances which would result in the revocation of such facility security clearances. The Company and the Company Subsidiaries are in full compliance with all Foreign Ownership and Control Interests ("FOCI") regulations ---- and have received all required appropriate approvals within the last five (5) years. (d) Each SellerExcept as set forth in Section 3.25 of the Company Disclosure Schedule, the Company's cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.

Government Contracting. Except as set forth on Schedule 3.31: (a) (i) no No Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller, is (or for during the last five (5) years has been) under administrative, civil or criminal investigation (including as a result of a qui tam or similar action brought under the Civil False Claims Act or any similar state or local law, rule or regulation), indictment or information, audit or internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid or is (or for during the last five (5) years has been) in violation of any statutes or regulations relative to prohibited practices, including the Civil False Claims Act, prohibitions against "Buying In," ", the Anti-Anti- Kickback Act, the Federal Election Campaign Act, the Truth-In-In- Negotiations-Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, International Trade in Arms Regulation, Cost Accounting Standards, prohibitions against conflict of interest and anti-trust laws or any governmental accounting regulations; (ii) no Seller has made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid that has led or would reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses clause (i) or (ii) above or any other material damage, penalty assessment, recoupment of payment or disallowances of cost. (b) No Seller, nor to the Knowledge of Sellers, any director, officer, employee, agent or consultant of any Seller Seller, is (or for during the last five (5) years has been) suspended, proposed for debarment suspended or debarred from doing business with any Governmental Authority or has been declared nonresponsible or ineligible for U.S. Government contracting. To the Knowledge of Sellers, there exist no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility in the future on the part of the Sellers or Buyer as the purchaser of the Assets, except as may result from Sellers' current financial condition or the filing of the Bankruptcy Cases. (c) Each Seller is The Company and the Company Subsidiaries are in full compliance in all material respects with all Foreign Ownership and Control Interests ("FOCI") regulations and have received all required appropriate approvals within the last five (5) years. (d) Each Seller's Sellers' cost accounting and procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations and rules.