Government Contracts and Government Bids. (a) All Government Contracts to which EOIR is party and all pending bids or proposals for award of a Government Contract to which EOIR is a party (each a "Government Bid") are listed on Schedule 2.21(a).
(b) Except as set forth in Schedule 2.21(b), with respect to each Government Contract and each Government Bid, (i) EOIR has complied in all material respects with the terms and conditions of such Government Contract or Government Bid; (ii) EOIR has complied with all requirements of all applicable laws or regulations pertaining to such Government Contract or Government Bid; (iii) all representations and certifications set forth in or pertaining to such Government Contract or Government Bid were complete and correct as of their effective date, and EOIR has complied in all material respects with all such representations and certifications; (iv) neither the United States Government nor any prime contractor, subcontractor or other Person has notified EOIR in writing that EOIR has breached or violated any applicable law pertaining to such Government Contract or Government Bid; (v) EOIR has received no notice, written or oral, of performance or administrative deficiencies relating to or involving any Government Contract or Government Bid which would have a Material Adverse Effect; (vi) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid and no event, condition or omission has occurred or exists that would constitute grounds for any such action; (vii) no cost incurred by EOIR pertaining to such Government Contract or Government Bid is the subject of an investigation or has been disallowed by the United States Government; (viii) no money due to EOIR pertaining to such Government Contract or Government Bid has been withheld or set off; (ix) EOIR has not made any assignment of any Government Contract or Government Bid or of any interest in any Government Contract or Government Bid, and has not entered into any financing arrangements with respect to the performance of any outstanding Government Contract; (x) there is no cost type Government Contract or Government Bid with a ceiling, cap or share ratio which is or is likely to be exceeded the result of which would have a Material Adverse Effect on EOIR's business; and (xi) each Government Contract is valid and subsisting and EOIR has not waived any material term or condition.
(c) Except as set forth in ...
Government Contracts and Government Bids. (a) Schedule 4.12 contains a complete and accurate list of each Government Contract the period of performance of which has not yet expired or been terminated (each, a “Current Government Contract”). The Company has delivered to or provided Buyer access to complete and correct copies of each Current Government Contract. Each Current Government Contract was legally awarded to the Company. Each Current Government Contract is valid, binding and in full force and effect and enforceable against the Company in accordance with its terms except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and except that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
(b) (i) The Company is not in material breach of or default under any Current Government Contract, and, to the Knowledge of the Company, no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a breach or default by the Company; (ii) the Company is in compliance in all material respects with the Federal Acquisition Regulation (“FAR”), Cost Accounting Standards, Service Contract Act of 1963, as amended (including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates), the Truth in Negotiations Act, and the Anti-Kickback Act, in each case where and as applicable to each Current Government Contract or Government Bid; (iii) since January 1, 2016, each representation and certification made by the Company in connection with a Government Contract or Government Bid was current, accurate and complete in all material respects as of its effective date, and the Company has complied in all material respects with the terms of all Government Contracts; (iv) there are no outstanding or pending claims, requests for equitable adjustment or contract disputes in excess of $100,000 arising under or relating to a Government Contract or Government Bid; and (v) no Current Government Contract or Government Bid is currently the subject of any bid protest before any Governmental Entity.
(c) Since January 1, 2016, (i) neither the Company nor any Seller (as defined in FAR 52.209-5) has been debarred, suspended or excluded from participation i...
Government Contracts and Government Bids. With respect to any Government Bid or Government Contract (in each case, as defined below) to which the Company or any of its Subsidiaries are a party, except as described in the Registration Statement, the Time of Sale Information and the Prospectus or as would not have a Material Adverse Effect, the Company and its subsidiaries have: (i) with full authority, duly and properly entered into such Government Contracts, and fully and completely complied in all material respects with the terms and conditions of such Government Contracts; (ii) in soliciting, submitting or entering into such Government Bid or Government Contract, and in all documentation associated with entering into such Government Bid or Government Contract, not knowingly made any false, incomplete or misleading statements, certifications or representations; (iii) in soliciting, submitting or entering into such Government Bid or Government Contract, and in all activities associated with entering into or performing under such Government Bid or Government Contract, to the knowledge of the Company, complied in all material respects with all applicable laws, regulations or agreements pertaining to such Government Bid or Government Contract; (iv) not been notified in writing by any governmental entity, prime contractor, subcontractor or other person that the Company or any of its subsidiaries is in material breach or default of any material obligation, agreement, certification, covenant or condition contained in any Government Contract, or breached or violated in any material respect any applicable law or regulation pertaining to such Government Contract; (v) not been notified in writing that it is the subject of a governmental investigation or audit, which remains ongoing or pending; (vi) not been notified in writing of any material cost, billing, schedule, technical or quality problems that would reasonably be expected to result in claims against the Company or any of its subsidiaries as a result of any violation or breach of any Government Contract (vii) not conducted or initiated any internal investigation, inspection or audit, or, to the Company’s or any of its subsidiaries’ knowledge, had reason to conduct, initiate or report any internal investigation, inspection or audit or made a voluntary disclosure to a government or regulatory agency, with respect to any alleged irregularity, misstatement, or acts committed or acts of omission in violation or breach of a Government Bid or Government Con...
Government Contracts and Government Bids. From the date hereof until the Closing Date, the Company and each Subsidiary shall notify the Purchasers within five days of the date on which it:
(a) enters into or amend any (i) Government Contract involving annual expenditures or liabilities in excess of $100,000 or (ii) purchase or task order under existing Government Contract, involving annual expenditures or liabilities in excess of $150,000 or which is not cancelable within six months without penalty, cost or liability or which is otherwise material to the Company; or
(b) submits any new Government Bid which, if accepted, is expected to result in a loss to the Company or would result in a Government Contract with a backlog value in excess of (i) $100,000, if a new Government Bid, or (ii) $150,000, if a purchase or task order under an existing Government Contract.
Government Contracts and Government Bids. (a) Schedule 3.22(a) sets forth a complete list of Government Bids with a contemplated value in excess of $500,000, for which the Company (i) has received no notice of award; (ii) has not been excluded from the competitive range; or (iii) has not otherwise received notice that the Government Bid was unsuccessful.
(b) Except as set forth in Schedule 3.22(b), the Company has complied, and is in compliance, with all material terms and conditions of each Government Contract and neither the Company nor its Subsidiaries (i) have materially breached or violated any Law, certification, representation, clause or provision, (ii) are in breach of any Government Contract or Government Bid, (iii) have been in material non-compliance with any applicable provision of the Federal Acquisition Regulations (“FAR”) or Defense Federal Acquisition Regulation Supplement (“DFARS”), (iv) are the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§ 3729 et seq.) and, to the Company’s knowledge, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act against the Company, or (v) are subject to any material cost disallowance, withhold, offset, overpayment or credit requested by or on behalf of a Governmental Body. No Government Bid submitted by the Company or its Subsidiaries has been found to be non-responsive. All statements, representations, and certifications made by the Company or any of its Subsidiaries pertaining to any Government Contract have been current, accurate and complete.
(c) No notice of termination for default and no cure notice, show cause notice or other indication of termination is currently, or since January 1, 2016 has been, in effect pertaining to any Government Contract.
(d) None of the Company, its Subsidiaries, any of its officers, senior management or other Employees, or any Key Supplier or Key Customer has been debarred, suspended or excluded from participation in the award or performance of any Government Contract for any reason nor has any debarment, suspension or exclusion investigation or audit been threatened or initiated against the Company, its Subsidiaries or, to the Company’s knowledge, any of its Key Suppliers, Key Customers, officers, senior management, or other Employees. To the Company’s knowledge, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Company or any of its Subsidiaries...
Government Contracts and Government Bids. (a) Section 4.29(a) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of (i) each Government Contract for which performance is ongoing, (ii) each Government Contract for which performance is complete but which has not yet been closed out and (iii) each pending Government Bid (each, an “Active Government Contract or Bid”).
(b) Section 4.29(b) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of (i) each Active Government Contract or Bid that, in each case, represented that the Company, individually or as a member of a joint venture, was a small business concern, a small disadvantaged business, a service-disabled, veteran-owned small business concern, a veteran-owned small business concern, a woman-owned business concern, a “protégé” under a mentor-protégé agreement or program, or had qualified for any other preferential status (including participation in preferential status programs such as the Historically Underutilized Business Zone program and participation under section 8(a) of the Small Business Act) or other “set aside” status, and (ii) the preferred status applicable to such Government Contract or Government Bid.
(c) As of the date of this Agreement, to the knowledge of the Company, each Active Government Contract or Bid has been legally awarded and the Company has not received written notice, or to the knowledge of the Company, oral notification that (i) any Active Government Contract or Bid is or is likely to become the subject of a bid or award protest proceeding, (ii) the counterparty to any such Active Government Contract or Bid intends to make a modification to any such Active Government Contract or Bid to reduce future expenditures under or refrain from exercising any options under such Active Government Contract or Bid, (iii) any Active Government Contract or Bid is or will be terminated for default or for convenience, or subject to a cure notice, show cause notice or stop work order, or (iv) money due to the Company pertaining to an Active Government Contract or Bid is or will be withheld or offset.
(d) For the past four (4) years, (i) the Company has complied in all material respects with all applicable Laws pertaining to all Government Contracts and Government Bids (and in any certificate, statement, list, schedule, or other documents submitted or furnished in connection with the foregoing), including the Federal Acquisition Re...
Government Contracts and Government Bids. (a) Except as set forth on Section 3.27 of the Disclosure Schedule, since September 1, 2001, the Company and the Subsidiaries has been legally and validly awarded each of the Government Contracts. Neither the Company nor any of its Subsidiaries is subject to any financing arrangement or assignment of proceeds or claims with respect to the performance of any Government Contract. Neither the Company nor any of its Subsidiaries is a party to any Government Contract which requires the Company or any of its Subsidiaries to obtain or maintain a security clearance with any Governmental Authority. Section 3.27 of the Disclosure Schedule identifies (i) each fixed price Government Contract which involves prospective payments or expenditures by the Company or its Subsidiaries of more than $250,000, and (ii) each Government Contract that is material to the Condition of the Company other than those filed as an exhibit to or described in the SEC Documents. Neither the Company nor any of its Subsidiaries has received and no basis exists for any of the following with respect to any of their Government Contracts: (i) a Termination For Default, (ii) a Termination for Convenience, (iii) a cure or show cause notice, (iv) a no cost termination, (v) the rescission or cancellation of any contract, (vi) a Stop-Work or Suspension of Work Order; (vii) the assessment of damages against the Company or its Subsidiaries,
Government Contracts and Government Bids. (a) The Company is not a party to any Government Contract the period of performance of which has not yet expired or been terminated (a “Current Government Contracts”). Schedule 3.28(a) 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. (collectively, the “Non-Closed Out Government Contracts”). Each Non-Closed Out 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 Non-Closed Out Government Contract was awarded in compliance with applicable Law. The Company has not received written notice that any Non-Closed Out Government Contract is the subject of bid or award protest proceedings and no such Non-Closed Out Government Contract is reasonably likely to become the subject of bid or award protest proceedings. The Company has made available or delivered to Buyer complete and correct copies of each such Non-Closed Out Government Contract with a total ceiling cost or price in excess of $5,000, including any purchase orders, task orders or delivery orders with a total expected value in excess of $5,000 issued under such Current Government Contracts. For purposes of this Section 3.28, “Company” means (a) the Company, (b) any subsidiary or Affiliate of the Company, and (c) any Joint Venture to which the Company is a member or party (including any partnership, corporation, limited liability company or other entity which qualifies as a Joint Venture). For purposes of this Section 3.28, “
Government Contracts and Government Bids. (a) Schedule 3.17(a) sets forth a true and correct list of the following: (i) each Government Contract or material subcontract under which the period of performance has not yet expired or terminated ("Active Government Contract"); (ii) each Government Bid that has not expired and for which an award has not been issued ("Active Government Bid"), and (iii) each Government Contract under which the period of performance has expired or terminated, but which has not been closed out (“Closeout Government Contract”) in the case of (i) and (ii) above, with actual or expected revenue in excess of $200,000 per annum in the year immediately preceding or immediately following the execution of this Agreement. Schedule 3.17(a), with respect to each Active Government Contract and Closeout Government Contract, sets forth the contract number, the contract start date, the customer, and the contract end date; and with respect to each Active Government Bid, lists the request for proposal number, the date of submission to the Governmental Authority or prime contractor, the expected award date, if known, the estimated period of performance, and the estimated value based on the proposal. To the Knowledge of the Company Group, all of the Active Government Contracts were legally awarded and are binding on the parties thereto. The Company Group has made available to Purchaser true and complete copies of all Active Government Contracts, Active Government Bids, and Closeout Government Contracts.
(b) Except as set forth on Schedule 3.17(b), none of the Active Government Contracts are premised or were awarded based on the status of any Member of the Company Group as, nor did any Member of the Company Group represent itself at time of submission of such Government Contract, as an 8(a), small business, small disadvantaged business, historically underutilized business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned small business status and/or other preferential status. Except as set forth on Schedule 3.17(b), none of the Active Government Bids are premised or made based on the status of any Member of the Company Group as, nor did any Member of the Company Group represent itself at time of submission of such Government Bid, as an 8(a), small business, small disadvantaged business, historically underutilized business zone small business, women owned small business, veteran-owned small business or service-disabled veteran-owned ...
Government Contracts and Government Bids. (a) Except as set forth on Section 3.27 of the Disclosure Schedule, since September 1, 2001, the Company and the Subsidiaries has been legally and validly awarded each of the Government Contracts. Neither the Company nor any of its Subsidiaries is subject to any financing arrangement or assignment of proceeds or claims with respect to the performance of any Government Contract. Neither the Company nor any of its Subsidiaries is a party to any Government Contract which requires the Company or any of its Subsidiaries to obtain or maintain a security clearance with any Governmental Authority. Section 3.27 of the Disclosure Schedule identifies (i) each fixed price Government Contract which involves prospective payments or expenditures by the Company or its Subsidiaries of more than $250,000, and (ii) each Government Contract that is material to the Condition of the Company other than those filed as an exhibit to or described in the SEC Documents.
(b) Neither the Company nor any of its Subsidiaries has received and no basis exists for any of the following with respect to any of their Government Contracts: (i) a Termination For Default, (ii) a Termination for Convenience, (iii) a cure or show cause notice, (iv) a no cost termination, (v) the rescission or cancellation of any contract, (vi) a Stop-Work or Suspension of Work Order; (vii) the assessment of damages against the Company or its Subsidiaries, (viii) any price reductions against the Company or its Subsidiaries for defective cost or pricing data or, for any GSA Schedule Contract, for incorrect cost or pricing information or data or (ix) a claim for recoupment or setoff of payments previously made to the Company or its Subsidiaries.
(c) All facts set forth by the Company or its Subsidiaries in any certification, representation or disclosure, and all test and inspection results, submitted by the Company or its Subsidiaries with respect to any Government Contract or Government Bid were current, accurate and complete in all material respects as of the date of submission and the Company and its Subsidiaries has complied with such certifications, representations, disclosures, tests and inspections.
