Common use of Government Contracts and Bids Clause in Contracts

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. (aSchedule 3.22(a) of the Company's Disclosure 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 and for which final payment, acceptance, and closeout payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $25,000 thereunder (the “"Current Government Contracts”"); (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and 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 been madebe made (the "Government Contract Bids"); and (iii) to the Company's Knowledge, any Government Contract pursuant to which the Company is currently or 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 $25,000 or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. The Company has delivered or made available to Buyer true and complete copies of all Teaming Agreements that are currently in force. With respect to each Current Government Contract, Contracts and of all Government Contract Bids. Except as described in Schedule 3.23(a3.22(a) lists (A) the contract number, (B) the award date and (C) the contract end date. To the Knowledge of the SellerCompany's Disclosure Schedule, to the Company's Knowledge 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 (includingas set forth in Schedule 3.22(a) of the Company's Disclosure Schedule, 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 (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against Contracts were awarded) are not currently the Purchased Companies party thereto subject of bid or award protest proceedings, and, to the Knowledge of the SellerCompany's Knowledge, no such Current Government Contracts (or, where applicable, the other parties thereto, and was entered into in prime Government Contracts under which the Ordinary Course Current Government Contracts were awarded) are reasonably likely to become the subject of Business. In the three (3) years preceding the date of this Agreement, all representations and certifications executed, acknowledged bid 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 madeaward protest proceedings.

Government Contracts and Bids. Schedule 3.12 (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 and for which final payment, acceptance, and closeout 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) all quotations, bids and proposals for awards of new Government Bids submitted by a Purchased Company reasonably expected to result Contracts in an award valued in excess the amount of $2,000,000 of aggregate consideration and 500,000 or more 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 been madebe made (the “Current Government Contract Bids”); and (iii) all Teaming Agreements Current Government Contracts pursuant to which the Company is now experiencing cost, schedule, technical or quality problems that are currently would reasonably be expected to result in forceliability of the Company (or its successors in interest) in the amount of $500,000 or more to a Governmental Body, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.23(a3.12(a) accurately lists (A) the contract number, ; (B) the award date and (C) the contract end date. To With respect to each such Current Government Contract Bid, Schedule 3.12 (a) accurately lists: (A) the Knowledge request for proposal (RFP) number; (B) the date of submission of the SellerCurrent Government Contract Bid; (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 Buyer true and complete copies of all Current Government Contracts and of all Current Government Contract Bids, including any and all amendments and other modifications thereto and has provided access to Buyer to true and correct copies of all documentation related thereto requested by Buyer, except where the Company is precluded from doing so under applicable Government security restrictions, if any. Except as described in Schedule 3.12(a), to the Company’s Knowledge, 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 Programas set forth in Schedule 3.12(a), The Purchased Companies have made available to Buyer correct and complete copies of all the Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto andContracts were awarded) are not, to the Knowledge as 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 the subject of bid or set forth in Government Bids listed in Schedule 3.23(a) were current, accurateaward protest proceedings, and completeno Person has notified the Company in writing that any Governmental Body, in each case in all material respects, as prime contractor or higher-tier subcontractor under a Government Contract intends to seek the Company’s agreement to lower rates under any of the date such representations and certifications were madeGovernment Contracts.

Government Contracts and Bids. (a) Schedule 3.23(a3.22(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 and for which final payment, acceptance, and closeout payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than Five Hundred Thousand dollars ($500,000) thereunder (the “Current Government Contracts”); (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and 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 been madebe made (the “Current Government Contract Bids”); and (iii) all Teaming Agreements Current Government Contracts pursuant to which the Company is now experiencing or is reasonably likely to experience cost, schedule, technical or quality problems that are currently could result in forceclaims against the Company (or its successors in interest) in the amount of Five Hundred Thousand dollars ($500,000) or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.23(a3.22(a) accurately lists (A) the contract number; (B) the (a) accurately lists: (A) the request for proposal (RFP) number, (B) the award date and of submission of the Current Government Contract Bid; (C) the contract end expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. To The Company has made available to Buyer true and complete copies of all Current Government Contracts and of all Current Government Contract Bids, including any and all amendments and other modifications thereto and has provided access to Buyer to true and correct copies of all documentation related thereto requested by Buyer, except where the Knowledge of the SellerCompany is precluded from doing so under applicable Government security restrictions, if any. Except as described in Schedule 3.22(a), 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 Programas set forth in Schedule 3.22(a), The Purchased Companies have made available to Buyer correct and complete copies of all the Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto andContracts were awarded) are not, to the Knowledge as 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 the subject of bid or award protest proceedings, and, to the Company’s Knowledge, no such Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are reasonably likely to become the subject of bid or award protest proceedings and certifications executedno Person has notified the Company in writing that any Governmental Entity, acknowledged prime contractor or set forth in higher-tier subcontractor under a Government Bids listed in Schedule 3.23(a) were current, accurate, and complete, in each case in all material respects, as Contract intends to seek the Company’s agreement to lower rates under any of the date such representations and certifications were madeGovernment Contracts.

Government Contracts and Bids. (aSection 3.22(a) of the Company's Disclosure 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 and for which final payment, acceptance, and closeout payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $25,000 thereunder (the “"Current Government Contracts”"); (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and 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 been madebe made (the "Government Contract Bids"); and (iii) Government Contracts pursuant to which, to the Company's Knowledge, the Company is currently or is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) by a Governmental Entity, a prime contractor or a higher-tier subcontractor that could reasonably be expected to have a Material Adverse Effect on the Company. The Company has delivered or made available to Buyer true and complete copies of all Teaming Agreements that are currently in force. With respect to each Current Government Contract, Schedule 3.23(aContracts and of all Government Contract Bids. Except as described in Section 3.22(a) lists (A) the contract number, (B) the award date and (C) the contract end date. To the Knowledge of the SellerCompany's Disclosure Schedule, to the Company's Knowledge, 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 (includingas set forth in Section 3.22(a) of the Company's Disclosure Schedule, 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 (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against Contracts were awarded) are not currently the Purchased Companies party thereto subject of bid or award protest proceedings, and, to the Knowledge of the SellerCompany's Knowledge, no such Current Government Contracts (or, where applicable, the other parties thereto, and was entered into in prime Government Contracts under which the Ordinary Course Current Government Contracts were awarded) are reasonably likely to become the subject of Business. In the three (3) years preceding the date of this Agreement, all representations and certifications executed, acknowledged bid 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 madeaward protest proceedings.