Government Contracts and Bids. (a) Except as set forth on Section 3.13(a) of the Questica Holders’ Disclosure Schedule, with respect to each Contract between any of the Company Parties, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company Parties, on the one hand, and any prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by either Company in the last five (5) years that if accepted or awarded could lead to a Contract between a Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”):
(i) Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded;
(ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by a Company Party were current, accurate and complete in all material respects when made, and the Company Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to any of the Company Parties and not withdrawn.
(iv) During the last five (5) years, the Company Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Companies’ or the Questica Holders...
Government Contracts and Bids. (a) Schedule 3.23(a) lists all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or for which final payment, acceptance, and closeout has not yet been received (the “Current Government Contracts”); (ii) all Government Bids submitted by a Purchased Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and for which no award has yet been made; and (iii) all Teaming Agreements that are currently in force. With respect to each Current Government Contract, Schedule 3.23(a) lists (A) the contract number, (B) the award date and (C) the contract end date. To the Knowledge of the Seller, all of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may not be provided consistent with applicable Law (including, without limitation U.S. Laws governing the National Industrial Security Program), The Purchased Companies have made available to Buyer correct and complete copies of all Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto and, to the Knowledge of the Seller, the other parties thereto, and was entered into in the Ordinary Course of Business. In the three (3) years preceding the date of this Agreement, all representations and certifications executed, acknowledged or set forth in Government Bids listed in Schedule 3.23(a) were current, accurate, and complete, in each case in all material respects, as of the date such representations and certifications were made.
Government Contracts and Bids. Set forth in Section 4.8(a) of the Company Disclosure Schedule is a listing of all Government Contracts involving performance of services or delivery of goods or materials by any Person of an amount or value in excess of $250,000 (i) to which Contract the Company or any of its Subsidiaries is currently a party or to which the Company or any of its Subsidiaries is currently bound, or (ii) under which Contract the last payment was made within the two years prior to the date of this Agreement. The Company, its Subsidiaries and Affiliates have complied with all material terms and conditions of each Government Contract and Bid to which it is a party or subject. Further, all representations and certifications made by the Company or any of its Subsidiaries or Affiliates with respect to any Government Contract or Bid were complete and accurate as of their effective date and the Company and its Subsidiaries and Affiliates have complied in all material respects with all such representations and certifications.
Government Contracts and Bids. (a) Section 3.22(a) of the Seller Disclosure Schedule sets forth a current list of Government Contracts Related to the Business pursuant to which Seller is a Party that (i) are currently active in performance (or have been active in performance in the past but have not been closed after receiving final payment, or have been active in performance for the three years prior to the Closing Date) and (ii) are for production units or spare parts and (iii) pursuant to which Seller has had or expects more than $300,000 in annual revenue during the 2012 calendar year or pursuant to which Seller has open orders with more than $400,000 in expected revenue. Section 3.22(a) of the Seller Disclosure Schedule accurately reports for each such Government Contract the contractor, the customer, and the contract number. Seller has made available to the Buyer copies of all Government Contracts listed on Section 3.22(a) of the Seller Disclosure Schedule, including the related contract files. No Government Contract listed on Section 3.22(a) of the Seller Disclosure Schedule was awarded on the basis of any qualification as a “small business concern,” “small disadvantaged business,” protégé status or other preferential status (including disadvantaged-business, minority-owned business, women-owned business or other business status based on ownership or control, or participation in or qualification under other preferential status programs, such as the Historically Underutilized Business Zone program or participation under Section 8(a) of the Small Business Act or similar preferences). Section 3.22(a) of the Seller Disclosure Schedule also sets forth a current, accurate and complete list of each of the unexpired Government Bids involving payments in excess of $400,000 that Seller has submitted to a Governmental Body.
(b) With respect to any and all Government Contracts and Government Bids to which Seller is or has been a party and at all times since January 1, 2009:
(i) Seller is, and has been, in compliance in all material respects with all terms and conditions of each Government Contract and Government Bid (including all provisions and requirements incorporated expressly, by reference or by operation of Laws) and has performed all obligations required to be performed by it thereunder in all material respects;
(ii) Seller is, and has been, in compliance in all material respects with all requirements of Law pertaining to each Government Contract and Government Bid and all requirement...
Government Contracts and Bids. Schedule 4.22(a)(i) lists, as of the date hereof, all Government Contracts, and Schedule 4.22(a)(ii) lists all Government Bids. “Government Contract” means any contract (excluding one time purchase orders issued by a non-federal Governmental Entity) that (i) is between the Company or any of its Subsidiaries and a U.S. or other Governmental Entity or (ii) is entered into by the Company or any of its Subsidiaries as a subcontractor (at any tier) in connection with a contract between another entity and a U.S. or other Governmental Entity. “Government Bid” means any offer to sell made by the Company or any of its Subsidiaries prior to the Closing Date which, if accepted, would result in a Government Contract involving payments of more than $2,000,000 in the aggregate.
Government Contracts and Bids. Schedule 3.14(a) lists all: (i) Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $500,000 thereunder (the “Current Government Contracts”); (ii) quotations, bids and proposals for awards of new Government Contracts in excess of $500,000 made by the Company for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet be made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company is currently or, to the Company’s Knowledge, is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) in the amount of $500,000 or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.14(a) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. With respect to each such Government Contract Bid, Schedule 3.14(a) accurately lists: (A) the request for proposal (RFP) number or, if such Government Contract Bid is for a task order under a prime contract, the applicable prime contract number; (B) the date of proposal submission; (C) the expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. The Company has made available to the Buyer true and complete copies of all Current Government Contracts and Government Contract Bids in the amount of $500,000 or more, including any and all amendments and other modifications thereto requested by Buyer, except in those cases where the Company is obligated by agreement with third parties and/or by law to withhold information which the third party has identified as proprietary and confidential, in which cases the Company has provided (i) express written notice to the Buyer that it is withholding information pursuant to such obligation, and (ii) the Buyer with such information regarding such Government Contracts and Government Contract Bids that the Company is permitted to disclose, and has provided the Buyer with access to true and correct copies of all documentation related thereto requested by the Buyer. All of the Current Government Contracts were, to the Comp...
Government Contracts and Bids. (i) For purposes of this Section 4(o), the following terms have the following meanings:
A. The term “U.S. Government” includes any agency, department, division, subdivision or office of the U.S. Government.
B. The term “Company” includes the Company, its Subsidiary, and Affiliates, directors, officers, employees and agents thereof.
C. The term “Contract” includes any prime contract, subcontract, basic ordering agreement, letter contract or purchase order of any kind, including all amendments, modifications and options thereunder or relating thereto.
Government Contracts and Bids. (a) For purposes of this Section 4.11, the following terms have the following meanings:
(i) The term “U.S. Government” includes any agency, department, division, subdivision or office of the U.S. Government, including the officials, employees and agents thereof.
Government Contracts and Bids. (a) Each Government Contract was legally awarded to Seller.
(b) (i) Seller has at all times been in material compliance with all terms of the Government Contracts and (ii) the representations, certifications and warranties made by Seller with respect to the Government Contracts were accurate and complied with applicable Law, in each case as of their effective date, and (iii) Seller has materially complied with all such representations, certifications and warranties.
(c) To Seller’s Knowledge, none of the Government Contracts are subject to any pending or threatened proceedings, claims, disputes, audits, investigations, or other Actions, including any bid or award protest proceedings. Seller has not received any written notice of termination for convenience, notice of termination for default, stop work order, material cure notice or material show cause notice pertaining to any Government Contract.
(d) Seller is not nor has it ever been under any administrative, civil or criminal indictment by any Governmental Authority with respect to the University relating to any Government Contract or Government Bid. Neither Seller nor its “Principals” (as defined in FAR 52.209-5) has been or is (i) suspended, debarred, or excluded or proposed or threatened for suspension or debarment from government contracting or (ii) the subject of a finding of material non-compliance, non-responsibility or ineligibility for government contracting. Except as set forth on Section 4.20(d) of the Disclosure Schedules, no facts or circumstances exist that would warrant the institution of suspension, debarment or exclusion proceedings or the finding of non-compliance, non-responsibility or ineligibility for government contracting.
Government Contracts and Bids. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2017, with respect to each Government Contract and each Government Bid: (a) all representations and certifications executed by the Company and any Company Subsidiary were current, accurate and complete as of their effective date, (b) there was no suspension, stop work order, cure notice, or show cause notice in effect, nor, to the knowledge of the Company, has any Governmental Entity threatened to issue a suspension, stop work order, cure notice, or show cause notice, (c) there are no audits or investigations completed or, to the knowledge of Company, underway by any Governmental Entity that are reasonably expected to result in a finding or recommendation that the Company or any Company Subsidiary make any payments to a Governmental Entity, (d) the Company and the Company Subsidiaries have complied with all such Contract provisions and applicable Laws related to interactions with persons representing or employed by a Governmental Entity, including provisions concerning conflicts of interest and gifts or gratuities and (e) neither the Company nor any Company Subsidiary has made any disclosures to any Governmental Entity with respect to any alleged irregularity, misstatement or omission.
