Government Contracts and Government Bids. (a) Except (i) as set forth in Schedule C.18, (ii) as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business and (iii) for any Government Contract or Government Bid containing classified information or requiring special security clearances for access, with respect to each Government Contract and each Government Bid to which Boeing or any of its Affiliated Transferors is a party with respect to Boeing’s ELV Business, (A) Boeing (or the applicable Affiliated Transferor) has complied with the terms and conditions of such Government Contract or Government Bid; (B) Boeing (or the Affiliated Transferor) has complied with all requirements of all Applicable Laws or agreements pertaining to such Government Contract or Government Bid; (C) 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 Boeing (or the applicable Affiliated Transferor) has complied in all material respects with all such representations and certifications; (D) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified Boeing (or the applicable Affiliated Transferor) in writing that Boeing (or the applicable Affiliated Transferor) has breached or violated any Applicable Law pertaining to such Government Contract or Government Bid; (E) no termination for convenience or termination for default has occurred since January 1, 1998, and no cure notice or show cause notice is currently in effect pertaining to such Government Contract or Government Bid; (F) no cost incurred by Boeing (or the applicable Affiliated Transferor) pertaining to such Government Contract or Government Bid is the subject of an investigation or has been disallowed by the U.S. Government since January 1, 1998; (G) no money due to Boeing (or the applicable Affiliated Transferor) pertaining to such Government Contract or Government Bid has been withheld or set off, and (H) each Government Contract is valid and subsisting.
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 and for which final payment has not yet been received (each, a “Current Government Contract”). The Company has delivered to Buyer complete and correct copies of each Current Government Contract, and to the Knowledge of the Company, each Current Government Contract was legally awarded to the Company, and each Current Government Contract is valid, binding and in full force and effect and enforceable against the Company in accordance with its terms.
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.
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).
Government Contracts and Government Bids. From the date hereof until the First Closing Date, the Company and each Subsidiary shall notify the Purchasers within five days of the date on which it:
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 General Disclosure Package and the Final Offering Memorandum or as would not result in 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 Contract,...
Government Contracts and Government Bids. (a) Section 2.28(a) of the Seller Disclosure Schedule sets forth a complete list of Government Bids with a contemplated value in excess of $250,000, for which any Acquired 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) Each of the Acquired Companies has complied, and is in compliance, with all material terms and conditions of each Government Contract and no Acquired Company (i) has materially breached or violated any Law, certification, representation, clause or provision, (ii) is in breach of any Government Contract or Government Bid, (iii) has been in material non- compliance with any applicable provision of the Federal Acquisition Regulations (“FAR”) or Defense Federal Acquisition Regulation Supplement (“DFARS”), (iv) is the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§ 3729 et seq.) and, to the Knowledge of Sellers, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act against the Acquired Companies, or (v) is subject to any material cost disallowance, withhold, offset, overpayment or credit requested by or on behalf of a Governmental Authority. No Government Bid submitted by any of the Acquired Companies has been found to
Government Contracts and Government Bids. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true, complete, and correct list, as of the date of this Agreement, of (i) each Government Contract for which the period of performance has not expired or terminated or final payment has not been received as of the date of this Agreement (each, an “Active Government Contract”); and (ii) Government Bids for awards of new Government Contracts made by the Company (each, an “Active Government Bid”). All Active Government Contracts were legally awarded and are binding on the parties thereto, subject to applicable Equitable Principles. The Company has made available to Purchaser true, complete, and correct copies of all Active Government Contracts.
Government Contracts and Government Bids. (a) The Company and each of the Company Subsidiaries has complied with all material terms and conditions of each material Government Contract and neither the U.S. government nor any other Person has provided notice that the Company or any of the Company Subsidiaries (i) has breached or violated any Law, certification, representation, clause or provision, (ii) is in breach of any Government Contract or Government Bid or (iii) is subject to any cost disallowance, withhold, offset, overpayment or credit requested by or on behalf of a Governmental Authority, except in each case of (i) through (iii) as had not had a Company Material Adverse Effect.
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”).
