Common use of Government Contracts and Government Bids Clause in Contracts

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 Schedule 2.21(c), (i) neither EOIR nor any of its respective officers, employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Entity, or any audit or investigation by any Governmental Entity or by EOIR with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Bid, or suspended or debarred or proposed for debarment from doing business with the United States Government or has been the subject of a finding of nonresponsibility or ineligibility for United States Government contracting; (ii) EOIR is not (and during the last five years has not been) a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to a Government Contract or Government Bid; and (iii) during the last five years, EOIR has not conducted or initiated any internal investigation or had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure to the United States Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (d) Except as set forth in Schedule 2.21(d), there exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding claims against EOIR, either by the United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and (iii) no disputes between EOIR and the United States Government under the Contract Disputes Act or any other Federal statute or between the EOIR and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract of Government Bid. Except as disclosed in Schedule 2.21(d), no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clause (ii) or (iii) of the immediately preceding sentence. Except as set forth in Schedule 2.21(d), EOIR has no interest in any pending or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. (e) Except as set forth in Schedule 2.21(e), all test and inspection results EOIR has provided to the United States Government pursuant to any Government Contract listed on Schedule 2.21 (e) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(e), EOIR has provided all test and inspection results to the United States Government pursuant to any such Government Contract as required by applicable law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf of the United States Government that (i) are being used in the conduct of EOIR's business and (ii) are or should be in the possession of EOIR for use in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each Government Contract to which each such item of Government?Furnished Items relates. EOIR has complied in all material respects with all of its obligations relating to the Government?Furnished Items, and, upon the return thereof to the United States Government in the condition thereof on the date hereof, would have no liability to the United States Government with respect thereto. (g) EOIR and its officers and employees hold such security clearances as are required to perform the Government Contracts and Government Bids. There are no facts or circumstances that could result in the suspension or termination of such clearances, or that could render EOIR ineligible for a security clearance in the future. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and Sellers, with the cooperation of Buyer, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion of the merger.

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 Except (each a "Government Bid"i) are listed on Schedule 2.21(a). (b) Except as set forth in Schedule 2.21(b)B.18, (ii) as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Lockheed Xxxxxx’x ELV Business and (iii) for any Government Contract or a Bid that, if accepted, would result in a Government Contract (a “Government Bid”) containing classified information or requiring special security clearances for access, with respect to each Government Contract and each Government BidBid to which Lockheed Xxxxxx or any of its Affiliated Transferors is a party with respect to Lockheed Xxxxxx’x ELV Business, (iA) EOIR Lockheed Xxxxxx (or the applicable Affiliated Transferor) has complied in all material respects with the terms and conditions of such Government Contract or Government Bid; (iiB) EOIR Lockheed Xxxxxx (or the Affiliated Transferor) has complied with all requirements of all applicable laws Applicable Laws or regulations agreements pertaining to such Government Contract or Government Bid; (iiiC) 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 Lockheed Xxxxxx (or the applicable Affiliated Transferor) has complied in all material respects with all such representations and certifications; (ivD) neither the United States U.S. Government nor any prime contractor, subcontractor or other Person has notified EOIR Lockheed Xxxxxx (or the applicable Affiliated Transferor) in writing that EOIR Lockheed Xxxxxx (or the applicable Affiliated Transferor) has breached or violated any applicable law 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; (viE) no termination for convenience, convenience or termination for defaultdefault 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 and no event, condition or omission has occurred or exists that would constitute grounds for any such actionBid; (viiF) no cost incurred by EOIR Lockheed Xxxxxx (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 United States GovernmentU.S. Government since January 1, 1998; (viiiG) no money due to EOIR Lockheed Xxxxxx (or the applicable Affiliated Transferor) 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 (xiH) each Government Contract is valid and subsisting and EOIR has not waived any material term or conditionsubsisting. (cb) Except as set forth in Schedule 2.21(c)B.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Lockheed Xxxxxx’x ELV Business, with respect to Lockheed Xxxxxx’x ELV Business: (i) neither EOIR nor any to the knowledge of its Lockheed Xxxxxx, none of Lockheed Xxxxxx’x respective officers, employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental EntityAuthority, or any audit or investigation by any Governmental Entity or by EOIR Lockheed Xxxxxx with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Bid, or suspended or debarred or proposed for debarment from doing business with the United States Government or has been the subject of a finding of nonresponsibility or ineligibility for United States Government contracting; and (ii) EOIR is not (and during the last five years has not been) a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to a Government Contract or Government Bid; and (iii) during the last five years, EOIR Lockheed Xxxxxx has not conducted or initiated any internal investigation or or, to Lockheed Xxxxxx’x knowledge, had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure to the United States U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (dc) Except as set forth in Schedule 2.21(d)B.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Lockheed Xxxxxx’x ELV Business, there exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding claims against EOIRLockheed Xxxxxx or any of its Affiliated Transferors, either by the United States U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and (iii) no disputes between EOIR and the United States Government under the Contract Disputes Act or any other Federal statute or between the EOIR and any prime contractor, subcontractor or vendor arising under or relating referred to any Government Contract of Government Bid. Except as disclosed in Schedule 2.21(d), no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clause (ii) or (iii) of the immediately preceding sentence. Except as set forth in Schedule 2.21(d), EOIR has no interest in any pending or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government BidB.18. (ed) Except as set forth in Schedule 2.21(e)B.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Lockheed Xxxxxx’x ELV Business, all test and inspection results EOIR Lockheed Xxxxxx (or any Affiliated Transferor) has provided to the United States U.S. Government pursuant to any Government Contract listed on Schedule 2.21 (e) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States U.S. Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR in Lockheed Xxxxxx’x ELV Business were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(e)B.18 and except as has not had, EOIR and could not reasonably be expected to have, a Material Adverse Effect on Lockheed Xxxxxx’x ELV Business, Lockheed Xxxxxx (or an Affiliated Transferor) has provided all test and inspection results to the United States U.S. Government pursuant to any such Government Contract as required by applicable law Applicable Law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf of the United States Government that (i) are being used in the conduct of EOIR's business and (ii) are or should be in the possession of EOIR for use in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each Government Contract to which each such item of Government?Furnished Items relates. EOIR has complied in all material respects with all of its obligations relating to the Government?Furnished Items, and, upon the return thereof to the United States Government in the condition thereof on the date hereof, would have no liability to the United States Government with respect thereto. (g) EOIR and its officers and employees hold such security clearances as are required to perform the Government Contracts and Government Bids. There are no facts or circumstances that could result in the suspension or termination of such clearances, or that could render EOIR ineligible for a security clearance in the future. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and Sellers, with the cooperation of Buyer, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion of the merger.

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 Except (each a "Government Bid"i) are listed on Schedule 2.21(a). (b) Except as set forth in Schedule 2.21(b)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 BidBid to which Boeing or any of its Affiliated Transferors is a party with respect to Boeing’s ELV Business, (iA) EOIR Boeing (or the applicable Affiliated Transferor) has complied in all material respects with the terms and conditions of such Government Contract or Government Bid; (iiB) EOIR Boeing (or the Affiliated Transferor) has complied with all requirements of all applicable laws Applicable Laws or regulations agreements pertaining to such Government Contract or Government Bid; (iiiC) 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 Boeing (or the applicable Affiliated Transferor) has complied in all material respects with all such representations and certifications; (ivD) neither the United States U.S. Government nor any prime contractor, subcontractor or other Person has notified EOIR Boeing (or the applicable Affiliated Transferor) in writing that EOIR Boeing (or the applicable Affiliated Transferor) has breached or violated any applicable law 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; (viE) no termination for convenience, convenience or termination for defaultdefault 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 and no event, condition or omission has occurred or exists that would constitute grounds for any such actionBid; (viiF) no cost incurred by EOIR 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 United States GovernmentU.S. Government since January 1, 1998; (viiiG) no money due to EOIR Boeing (or the applicable Affiliated Transferor) 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 (xiH) each Government Contract is valid and subsisting and EOIR has not waived any material term or conditionsubsisting. (cb) Except as set forth in Schedule 2.21(c)C.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business, with respect to Boeing’s ELV Business: (i) neither EOIR nor any to the knowledge of its Boeing, none of Boeing’s respective officers, employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental EntityAuthority, or any audit or investigation by any Governmental Entity or by EOIR Boeing with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Bid, or suspended or debarred or proposed for debarment from doing business with the United States Government or has been the subject of a finding of nonresponsibility or ineligibility for United States Government contracting; and (ii) EOIR is not (and during the last five years has not been) a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to a Government Contract or Government Bid; and (iii) during the last five years, EOIR Boeing has not conducted or initiated any internal investigation or or, to Boeing’s knowledge, had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure to the United States U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (dc) Except as set forth in Schedule 2.21(d)C.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business, there exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding claims against EOIRBoeing or any of its Affiliated Transferors, either by the United States U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and (iii) no disputes between EOIR and the United States Government under the Contract Disputes Act or any other Federal statute or between the EOIR and any prime contractor, subcontractor or vendor arising under or relating referred to any Government Contract of Government Bid. Except as disclosed in Schedule 2.21(d), no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clause (ii) or (iii) of the immediately preceding sentence. Except as set forth in Schedule 2.21(d), EOIR has no interest in any pending or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government BidC.18. (ed) Except as set forth in Schedule 2.21(e)C.18 and except as has not had, and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business, all test and inspection results EOIR Boeing (or any Affiliated Transferor) has provided to the United States U.S. Government pursuant to any Government Contract listed on Schedule 2.21 (e) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States U.S. Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR in Boeing’s ELV Business were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(e)C.18 and except as has not had, EOIR and could not reasonably be expected to have, a Material Adverse Effect on Boeing’s ELV Business, Boeing (or an Affiliated Transferor) has provided all test and inspection results to the United States U.S. Government pursuant to any such Government Contract as required by applicable law Applicable Law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf of the United States Government that (i) are being used in the conduct of EOIR's business and (ii) are or should be in the possession of EOIR for use in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each Government Contract to which each such item of Government?Furnished Items relates. EOIR has complied in all material respects with all of its obligations relating to the Government?Furnished Items, and, upon the return thereof to the United States Government in the condition thereof on the date hereof, would have no liability to the United States Government with respect thereto. (g) EOIR and its officers and employees hold such security clearances as are required to perform the Government Contracts and Government Bids. There are no facts or circumstances that could result in the suspension or termination of such clearances, or that could render EOIR ineligible for a security clearance in the future. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and Sellers, with the cooperation of Buyer, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion of the merger.

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 The Company and each Government Bid, (i) EOIR of the Company Subsidiaries has complied in with all material respects with the terms and conditions of such each material 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 U.S. government nor any prime contractor, subcontractor or other Person has notified EOIR in writing provided notice that EOIR the Company or any of the Company Subsidiaries (i) has breached or violated any applicable law pertaining to such Government Contract Law, certification, representation, clause or Government Bid; provision, (vii) 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 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. (b) No material notice of termination for default and no cure notice, show cause notice or other indication of termination is currently in effect pertaining to 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 material 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 Within the last three years for each Government Contract and Government Bid and except is would not reasonably be expected to result in Schedule 2.21(c), a Material Adverse Effect: (i) all pricing discounts have been properly reported to and credited to the customer; (ii) neither EOIR the Company nor any Company Subsidiary, nor any of its their respective officers, employeesor employees have had access to confidential or non-public information to which they were not lawfully entitled; (iii) neither the Company nor any Subsidiary, consultants nor any of their senior management employees has violated any requirements associated with the employment of current or agents is former officials or employees of a Governmental Authority; (iv) no overhead rate ceilings have applied; and (v) all invoices and claims for payment, reimbursement or during adjustment submitted by the Company and each Subsidiary were current, accurate and complete in all material respects as of their respective submission dates. (d) Within the last five three (3) years, neither the Company nor any Company Subsidiary, nor to the Company’s Knowledge, any of their officers, senior management or staff employees has been debarred or suspended in writing in the award or performance of any Government Contract nor has any debarment, suspension or exclusion investigation or audit, been threatened or initiated against the Company or, to the Knowledge of the Company, any of its officers or senior management. (e) Neither the Company nor, to the Company’s Knowledge, any of its officers, senior management, or employees is or within the last three years has been) been under or subject to any administrative, civil or criminal investigation, indictment or indictment, information by any Governmental Entitylawsuit, subpoena, document request, administrative proceeding, or audit involving or related to the Company, any audit Company Subsidiary or investigation by any Governmental Entity of their officers or by EOIR employees with respect to an alleged or potential violation of any alleged irregularitymaterial requirement, misstatement regulation or omission arising under or relating Law pertaining to any Government Bid, or suspended or debarred or proposed for debarment from doing business with the United States Government or has been the subject of a finding of nonresponsibility or ineligibility for United States Government contracting; (ii) EOIR is not (and during the last five years has not been) a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to a Government Contract or Government Bid; and . (iiif) during Within the last five three years, EOIR has other than in the ordinary course of business, the Company and each subsidiary have not conducted or initiated any internal investigation or had reason to conduct, initiate or report any internal investigation, or made a any voluntary or mandatory disclosure to the United States Governmentany Governmental Authority, or any other Person with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (dg) Except The Company and each Subsidiary maintain adequate systems of internal controls appropriate for their size and circumstances including cost accounting systems, estimating systems, purchasing systems, proposal systems and billing systems that are in material compliance with all relevant and applicable requirements of the Company’s Government Contracts. (h) All representations, certifications and statements executed, acknowledged or submitted by or on behalf of the Company and each Company Subsidiary to a Governmental Authority or any other Person in connection with any Government Contract within the last three years were current, accurate and complete in all material respects. (i) Within the last three years, neither the Company nor any Company Subsidiary, nor, to the Company’s Knowledge, any of their officers, senior management, or employees have (i) used any funds of the Company to offer or provide any kickback, bribe, or unlawful gift or gratuity, or (ii) to the Knowledge of the Company, made any unlawful expenditures relating to political activity. The Company has not received notice of any payment identified in (i) or (ii) above, hereinafter referred to as set forth in Schedule 2.21(d)an “Unlawful Payment”) and the Company has such controls as are required by law to detect and prevent, if possible, any such Unlawful Payments. (j) To the Company’s Knowledge, there exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding material claims against EOIR, either by the United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and (iii) no disputes between EOIR and the United States Government under the Contract Disputes Act or any other Federal statute or between the EOIR and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract of Government Bid. Except as disclosed in Schedule 2.21(d), no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clause (ii) or (iii) of the immediately preceding sentence. Except as set forth in Schedule 2.21(d), EOIR has no interest in any pending or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. (ek) Except as set forth The Company is in Schedule 2.21(e), all test and inspection results EOIR has provided to the United States Government pursuant to any Government Contract listed on Schedule 2.21 (e) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(e), EOIR has provided all test and inspection results to the United States Government pursuant to any such Government Contract as required by applicable law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf of the United States Government that (i) are being used in the conduct of EOIR's business and (ii) are or should be in the possession of EOIR for use in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each Government Contract to which each such item of Government?Furnished Items relates. EOIR has complied compliance in all material respects with all of its obligations relating to the Government?Furnished Itemsapplicable industrial security obligations, andincluding, upon the return thereof to the United States Government without limitation, those specified in the condition thereof on the date hereof, would have no liability to the United States Government with respect thereto. (g) EOIR and its officers and employees hold such security clearances as are required to perform the Government Contracts and Government Bids. There are no facts or circumstances that could result in the suspension or termination of such clearances, or that could render EOIR ineligible for a security clearance in the future. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and SellersProgram Operating Manual, with the cooperation of BuyerDOD 5220.22-M (February 28, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion of the merger2006)(Change 2)(May 18, 2016).

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)B.18, with respect to each Government Contract with a contract and funding value in excess of $1,000,000, and each Bid that, if accepted, would result in such a Government Contract (a “Government Bid”) to which any Seller Company is a party with respect to the Business, (iA) EOIR to the knowledge of Sellers, such Seller Company has complied in all material respects with the terms and conditions of such Government Contract or Government Bid; , (iiB) EOIR to the knowledge of Sellers, such Seller Company has complied in all material respects with all requirements of all applicable laws or regulations Applicable Laws 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; (ivC) neither the United States U.S. Government nor any prime contractor, subcontractor or other Person has notified EOIR any Seller Company in writing that EOIR such Seller Company has breached or violated any applicable law Applicable Law pertaining to such Government Contract or Government Bid; , (vD) EOIR has received no noticeto the knowledge of Sellers, 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 (xiE) each Government Contract is valid and subsisting and EOIR has not waived any material term or conditionsubsisting. (cb) Except To the knowledge of Sellers, except as set forth in Schedule 2.21(c), (iB.18(b) neither EOIR nor any of its respective officers, employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Entity, or any audit or investigation by any Governmental Entity or by EOIR with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Bid, or suspended or debarred or proposed for debarment from doing business with the United States Government or has been the subject of a finding of nonresponsibility or ineligibility for United States Government contracting; (ii) EOIR is not (and during the last five years except as has not been) a party , and would not reasonably expected to any administrative or civil litigation involving alleged false statementsbe, false claims or other misconduct relating to a Government Contract or Government Bid; and (iii) during the last five years, EOIR has not conducted or initiated any internal investigation or had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure material to the United States GovernmentBusiness, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (d) Except as set forth in Schedule 2.21(d)the outstanding claims against Seller Companies, there exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding claims against EOIRany Seller Companies, either by the United States U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and referred to in Section B.18(a). (iiic) no disputes between EOIR and No Selling Company in respect of the United States Government under Business is a party to, or to the Contract Disputes Act or knowledge of the Sellers, is the subject of, any other Federal statute or between the EOIR and investigation by any prime contractor, subcontractor or vendor arising under or Governmental Authority relating to the Government Contracts, bxxxxxxx, claims or business practices that is reasonably likely to lead to criminal or material civil penalties or the cancellation of any Government Contract Contract, and, to the knowledge of Government Bid. Except as disclosed in Schedule 2.21(d)the Sellers, no eventsuch investigation has been threatened or is actively being considered. (d) No Seller Company in respect of the Business, condition nor any of its directors, officers or omission has occurred that would constitute grounds for a claim principals (as defined in FAR 52.209-5) have in the past three years (i) been suspended or a dispute under clause debarred from U.S. Government procurement or assistance programs and no such actions are pending, nor (ii) been indicted, or otherwise criminally or civilly charged with commission of any offense that could cause a suspension or debarment from U.S. Government procurement or assistance programs. (iiie) To the knowledge of Sellers, the immediately preceding sentence. Except as set forth U.S. Government has not indicated in Schedule 2.21(d), EOIR has no interest in any pending writing that it (A) intends to oppose or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating refuse to novate any Government Contract or Government Bid. Bid to Buyers; or (eB) Except as set forth in Schedule 2.21(e), all test and inspection results EOIR has provided intends to the United States Government pursuant terminate or significantly reduce purchases under or fail to exercise an option to renew any Government Contract listed on Schedule 2.21 or Government Bid (e) for convenience or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(eotherwise), EOIR has provided all test and inspection results to the United States Government pursuant to any such Government Contract as required by applicable law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf As of the United States date hereof, no Selling Company has received, with respect to any Government that Contract with a contract and funding value in excess of $1,000,000, written notice of: (i) are being used in the conduct any material cure notice pursuant to applicable contract default provisions or material notice of EOIR's business and default, however termed; (ii) are any material contract termination, whether for default, convenience, cancellation or should be a lack of funding or other reasons; (iii) any material final decision or unilateral modification assessing a price reduction, penalty or claim for damages or other remedy, however termed; (iv) any material claim, based on assertions of defective pricing or asserted violations of government cost accounting standards or cost principles; (v) any material claim for indemnification by any Governmental Authority; (vi) other than in the possession ordinary course of EOIR for use business and in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each amounts less than $50,000, an equitable adjustment of or claim concerning such Government Contract to which submitted by or brought by any Selling Company or brought by any subcontractors or suppliers against a Seller; or (vii) any disallowance of material costs (direct or indirect) or related claims. (g) To the knowledge of Sellers, each such item of Government?Furnished Items relates. EOIR Selling Company has complied in all material respects with all of its obligations relating to applicable requirements, if any, under the Government?Furnished Items, and, upon the return thereof to the United States Government Federal Truth in the condition thereof on the date hereof, would have no liability to the United States Government Negotiations Act (codified at 10 U.S.C. Sections 2306 and 2306a; 41 U.S.C. Section 254b) with respect theretoto Government Contracts for services provided by any Selling Company. (gh) EOIR and its officers and employees hold such security clearances Except as are required to perform set forth on Schedule B.18(h), none of the Government Contracts and Government Bids. There are no facts or circumstances that could result contain specific provisions requiring a price re-negotiation in the suspension or termination event of such clearances, or that could render EOIR ineligible for a security clearance change in control of the futureBusiness. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and Sellers, In connection with the cooperation of BuyerContemplated Transactions, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion however, each of the mergerGovernment Contracts will require novation. No assurances can be given that the applicable Governmental Authority will not seek to re-negotiate price in connection with deciding whether to novate the Government Contracts.

Government Contracts and Government Bids. (a) All Section 2.28(a) of the Seller Disclosure Schedule sets forth a complete list of Government Contracts to Bids with a contemplated value in excess of $250,000, for which EOIR is party and all pending bids any Acquired Company (i) has received no notice of award; (ii) has not been excluded from the competitive range; or proposals for award of a (iii) has not otherwise received notice that the Government Contract to which EOIR is a party (each a "Government Bid") are listed on Schedule 2.21(a)Bid was unsuccessful. (b) Except as set forth Each of the Acquired Companies has complied, and is in Schedule 2.21(b)compliance, with respect to all material terms and conditions of each Government Contract and each Government Bid, no Acquired Company (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 materially breached or violated any applicable law pertaining to such Government Contract Law, certification, representation, clause or Government Bid; provision, (vii) EOIR has received no notice, written or oral, is in breach 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 (iii) has not entered into been in material non- compliance with any financing arrangements with respect 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 performance 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 outstanding Government Contract; (x) there is no material cost type Government Contract disallowance, withhold, offset, overpayment or credit requested by or on behalf of a Governmental Authority. No Government Bid with a ceiling, cap or share ratio which is or is likely to be exceeded submitted by any of 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 Acquired Companies has not waived any material term or condition.been found to (c) Except as set forth in Schedule 2.21(c)No notice of termination for default and no cure notice, (i) neither EOIR nor any show cause notice or other indication of its respective officerstermination is currently, employeesor since January 1, consultants or agents is (or during the last five years 2018 has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Entity, or any audit or investigation by any Governmental Entity or by EOIR with respect to any alleged irregularity, misstatement or omission arising under or relating in effect pertaining to any Government BidContract. (d) None of the Acquired Companies, any of their respective Employees, or, to the Knowledge of Sellers, any Material Customer or Material Supplier has been debarred, suspended or debarred excluded from participation in the award or proposed for debarment from doing business with the United States Government or has been the subject performance of a finding of nonresponsibility or ineligibility for United States Government contracting; (ii) EOIR is not (and during the last five years has not been) a party to any administrative or civil litigation involving alleged false statements, false claims or other misconduct relating to a Government Contract for any reason, nor has any debarment, suspension or Government Bid; and exclusion investigation or audit been threatened or initiated in writing or, to the Knowledge of Sellers, orally against any of the Acquired Companies, any of their respective Employees, or, to the Knowledge of Sellers, any Material Customer or Material Supplier. (iiie) during Since January 1, 2018, the last five years, EOIR has Acquired Companies have not conducted or initiated any internal investigation or had reason to conduct, initiate or report any internal investigation, or made a voluntary or mandatory disclosure to the United States Government, any Governmental Authority or any other Person with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. (df) Except as set forth in Schedule 2.21(d), there There exist (i) no pending protest proceedings against the award of a Government Contract to EOIR; (ii) no outstanding material claims against EOIRor disputes with the Acquired Companies, either by the United States Government a Governmental Authority or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid and (iii) no disputes between EOIR and the United States Government under the Contract Disputes Act or any other Federal statute or between the EOIR and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract of Government Bid. Except as disclosed in Schedule 2.21(d), no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clause (ii) or (iii) of the immediately preceding sentence. Except as set forth in Schedule 2.21(d), EOIR has no interest in any pending or potential claim under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor Person arising under or relating to any Government Contract or Government Bid. (e) Except as set forth in Schedule 2.21(e), all test and inspection results EOIR has provided to the United States Government pursuant to any Government Contract listed on Schedule 2.21 (e) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the United States Government pursuant to any such Government Contract of any article designed, engineered or manufactured by EOIR were complete and correct as of the date so provided. Except as set forth in Schedule 2.21(e), EOIR has provided all test and inspection results to the United States Government pursuant to any such Government Contract as required by applicable law and the terms of the applicable Government Contracts. (f) Schedule 2.21(f) identifies, as of Closing, all personal property, equipment and fixtures loaned, bailed or otherwise furnished to EOIR by or on behalf of the United States Government that (i) are being used in the conduct of EOIR's business and (ii) are or should be in the possession of EOIR for use in its business ("Government?Furnished Items"). Schedule 2.21 (f) identifies each Government Contract to which each such item of Government?Furnished Items relates. EOIR has complied in all material respects with all of its obligations relating to the Government?Furnished Items, and, upon the return thereof to the United States Government in the condition thereof on the date hereof, would have no liability to the United States Government with respect thereto. (g) EOIR and its officers and employees hold such security clearances as are required to perform the Government Contracts and Government Bids. There are no facts or circumstances that could result in the suspension or termination of such clearances, or that could render EOIR ineligible for a security clearance in the future. To the best of EOIR's knowledge and information, EOIR has implemented all security measures required by the Department of Defense National Industrial Security Program. EOIR and Sellers, with the cooperation of Buyer, have taken reasonable steps to ensure continuation of EOIR's facility security clearance after the completion of the merger.