Common use of Government Contracts and Regulatory Matters Clause in Contracts

Government Contracts and Regulatory Matters. (a) Lists of Government Contracts and Government Bids. (i) Schedule 5.17(a)(i) sets forth as of the date hereof a current, complete and accurate list of all Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $50,000 thereunder (collectively, the “Current Government Contracts”). Each Current Government Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against the Company and, to the Knowledge of the Seller Parties, against the applicable Governmental Authority, in accordance with its terms. To the Knowledge of the Seller Parties, each Current Government Contract was awarded in compliance with applicable Law. The Company has not received written notice or, to the Knowledge of the Seller Parties, any oral notice, that any Current Government Contract is the subject of bid or award protest proceedings. The Company has made and delivered or otherwise made available to the Buyer complete and correct copies of each such Current Government Contract, including all amendments and modifications thereto or orders issued thereunder. (ii) Schedule 5.17(a)(ii) sets forth a current, complete and accurate list of Government Contracts of the Company the period of performance of which has expired or terminated and which has not been closed out as of the Closing Date. (iii) Schedule 5.17(a)(iii) sets forth a current, complete and accurate list of each unexpired Government Bid of the Company as of the date hereof. (iv) Schedule 5.17(a)(iv) sets forth a current, accurate and complete list of each Vendor Government Subcontract for which payment by the Company is expected to exceed $25,000 for calendar year 2008. The Company has delivered or otherwise made available to the Buyer complete and correct copies of all such Vendor Government Contracts. (v) Schedule 5.17(a)(v) sets forth a current, accurate and complete list of each Current Government Contract and Government Bid that was awarded to the Company pursuant to a procurement that was restricted to bidders qualified as a “small business,” “small disadvantaged business,” or otherwise possessing protégé status, woman-owned small business, or other preferential status (including, but not limited to, participation in preferential status programs such as the Historically Underutilized Business Zone (“HUBZone”) program and participation under Section 8(a) of the Small Business Act) or a “minority set aside” or other “set aside” status (collectively, including qualification as a "small business" or "small disadvantaged business," a “Preferred Bidder Status”). (vi) Schedule 5.17(a)(vi) sets forth an accurate complete list of each Government Contract to which the Company is or was a party since its inception which are not listed on Schedule 5.17(a)(i) or Schedule 5.17(a)(ii) and for which the payments or financial liability of Company was greater than $50,000 (vii) Schedule 5.17(a)(vii) sets forth each teaming agreement to which the Company is a party or under which the Company has any obligations.

Government Contracts and Regulatory Matters. (a) Lists of Government Contracts and Government Bids. (i) Schedule 5.17(a)(i5.15(a)(i) sets forth as of the date hereof (A) a current, complete and accurate list of all Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is (B) any Contract that creates or evidences a reasonable likelihood of payment partnership, limited liability company, joint venture or financial liability greater than $50,000 thereunder strategic alliance, teaming agreement or similar arrangement related to a Government Contract identified under (collectivelyA) or Government Bid ((A) and (B), collectively the “Current Government Contracts”). , including the contract number, counterparty effective date, and whether the contract was awarded as a small-business or other preferred bidder set-aside Each Current Government Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against the Company and, to the Knowledge of the Seller PartiesCompany, against the applicable Governmental Authorityother parties thereto, in accordance with its terms. To the Knowledge None of the Seller Parties, each Current Government Contract was awarded in compliance with applicable Law. The Company has not received written notice or, to the Knowledge of the Seller Parties, any oral notice, that any Current Government Contract Contracts is currently the subject of bid bid, award, or award eligibility protest proceedings. The Company has made and delivered or otherwise made available to the Buyer complete and correct copies of each such Current Government Contract, including all amendments and modifications thereto or orders issued thereunder.{N0289150 } (ii) Schedule 5.17(a)(ii) sets forth a current, complete and accurate list of Government Contracts of the Company the period of performance of which has expired or terminated and which has not been closed out as of the Closing Date. (iii) Schedule 5.17(a)(iii5.15(a)(ii) sets forth a current, complete and accurate list of each unexpired Government Bid of the Company as of the date hereof, including the contracting agency, expected date of proposal submission or award, and whether the bid is in response to a solicitation for a contract to be set aside for small businesses or other preferred bidder category. (iviii) Schedule 5.17(a)(iv5.15(a)(iii) sets forth a currentany Current Government Contract: (A) restricting the development, accurate and complete list manufacture, marketing, distribution or sale of each Vendor Government Subcontract for which payment any products or services of the Company or any future line or extension of such products or services, (B) restricting or limiting the entering into of any market or line of business by the Company, (C) restricting or limiting the ability of the Company to compete with any other Person, (D) restricting or prohibiting the transaction of business with any other Person (including restricting the solicitation of business from any Person) by the Company, (E) granting to another Person exclusive rights with respect to any goods or services or territory, (F) granting any Person any “most-favored nation” or “most favored customer” type provision or (G) restricting the solicitation by the Company is expected to exceed $25,000 for calendar year 2008. The Company has delivered or otherwise made available to the Buyer complete and correct copies of all such Vendor Government Contracts. (v) Schedule 5.17(a)(v) sets forth a current, accurate and complete list of each Current Government Contract and Government Bid that was awarded to the Company pursuant to a procurement that was restricted to bidders qualified as a “small business,” “small disadvantaged business,” or otherwise possessing protégé status, woman-owned small business, or any employees employed by any other preferential status (including, but not limited to, participation in preferential status programs such as the Historically Underutilized Business Zone (“HUBZone”) program and participation under Section 8(a) of the Small Business Act) or a “minority set aside” or other “set aside” status (collectively, including qualification as a "small business" or "small disadvantaged business," a “Preferred Bidder Status”). (vi) Schedule 5.17(a)(vi) sets forth an accurate complete list of each Government Contract to which the Company is or was a party since its inception which are not listed on Schedule 5.17(a)(i) or Schedule 5.17(a)(ii) and for which the payments or financial liability of Company was greater than $50,000 (vii) Schedule 5.17(a)(vii) sets forth each teaming agreement to which the Company is a party or under which the Company has any obligations.Person;

Government Contracts and Regulatory Matters. (a) Lists The Company has been compliant in all material respects with all pre-award requirements as described in each solicitation, synopsis, tender, or other form of government statement of requirements, and all rules and regulations applicable thereto at the time of award of each Government Contracts and Government Bids. (i) Schedule 5.17(a)(i) sets forth as of the date hereof a current, complete and accurate list of all Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $50,000 thereunder (collectively, the “Current Government Contracts”). Each Current Government Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against the Company and, to the Knowledge of the Seller Parties, against the applicable Governmental Authority, in accordance with its terms. To the Knowledge of the Seller Parties, each Current Government Contract was awarded in compliance with applicable LawContract. The Company has not received written notice or, to the Knowledge of the Seller Parties, any oral notice, that any Current Government Contract is the subject of bid or award protest proceedings. The Company has made and delivered or otherwise made available to the Buyer Purchaser a complete and correct copies copy of each such Current Government Contract and modification thereof that is a Material Contract, including all amendments and modifications thereto each purchase order, task order or orders delivery order issued thereunderunder such Government Contract or under any blanket purchase agreement, federal or state supply schedule contract or similar purchasing arrangement. (iib) Schedule 5.17(a)(iiExcept as set forth on Section 5.24(b) sets forth a current, complete and accurate list of Government Contracts of the Company the period of performance of which has expired Disclosure Schedule, there exists no Government Contract or terminated and which has not been closed out as of the Closing Date. (iii) Schedule 5.17(a)(iii) sets forth a current, complete and accurate list of each unexpired Government Bid of (A) in connection with which the Company as of explicitly represented to the date hereof. (iv) Schedule 5.17(a)(iv) sets forth a current, accurate and complete list of each Vendor Government Subcontract for which payment by applicable Governmental Entity that the Company is expected to exceed $25,000 for calendar year 2008. The Company has delivered or otherwise made available to the Buyer complete and correct copies of all such Vendor Government Contracts. (v) Schedule 5.17(a)(v) sets forth a current, accurate and complete list of each Current Government Contract and Government Bid that was awarded to the Company pursuant to a procurement that was restricted to bidders qualified as a “small businessSmall Business Concern,” a “small disadvantaged businessSmall Disadvantaged Business,” or otherwise possessing protégé statusan “8(a) concern,” a “Service-Disabled Veteran-Owned Small Business Concern,” a “Veteran-Owned Small Business Concern, woman-owned small business, or other preferential status (including, but not limited to, participation in preferential status programs such as the a Historically Underutilized Business Zone Small Business Concern, a Woman-Owned Small Business Concern,” a ““protégé” under a mentor-protégé agreement or program,” or any other preferential small business status established under the U.S. Small Business Administration’s set-aside program rules (collectively, “HUBZoneSet-Aside Program Status”); or, (B) program and participation under in the case of a Government Contract, that the Company would not have been eligible or invited to submit a bid or receive a contract award but for its Set-Aside Program Status. (c) Except as set forth on Section 8(a5.24(c)(i) of the Small Business Act) Company Disclosure Schedule, to the Company’s Knowledge, the Company has never submitted a Government Bid or been awarded a “minority set aside” or other “set aside” status (collectively, including qualification as a "small business" or "small disadvantaged business," a “Preferred Bidder Status”). (vi) Schedule 5.17(a)(vi) sets forth an accurate complete list of each Government Contract to which the Company is was ineligible to be awarded due to its business classification or any other reason at the time such Government Bid was submitted in connection with a party since its inception which are not listed on Schedule 5.17(a)(i) procurement reserved or Schedule 5.17(a)(ii) and set-aside for which the payments companies having Set-Aside Program Status or financial liability of Company was greater than $50,000 (vii) Schedule 5.17(a)(vii) sets forth each teaming agreement to which the Company is a party any other specified business classification or under which the Company has any obligations.eligibility

Government Contracts and Regulatory Matters. (a) Lists of Government Contracts and Government Bids. (i) Schedule 5.17(a)(i5.15(a)(i) sets forth as of the date hereof a current, complete and accurate list of all Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received received, and in each case there is a reasonable likelihood of payment or financial liability greater than $50,000 100,000 thereunder and for each: (i) the complete name of the other contracting party; (ii) the complete name of the Governmental Authority that is the customer (if different from the contracting party); (iii) for task orders and delivery orders, the name and number of the Government Contract (including any blanket purchase agreement) under which the task order or delivery order was issued; (iv) the date the Government Contract was awarded; (v) the scheduled end date of the Government Contract; (vi) the amount of funding obligated to the Government Contract as of November 30, 2014; and the (vi) the value of the Government Contract work not yet performed (collectively, the “Current Government Contracts”). True, accurate and complete copies of all such Current Government Contracts have been made available to Buyer prior to the date hereof. Each Current Government Contract is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against the Company and, to the Knowledge of the Seller PartiesCompany, against the applicable Governmental Authorityother parties thereto, in accordance with its terms. To the Knowledge of the Seller Parties, each Current Government Contract was awarded in compliance with applicable Law. The Company has not received written notice or, to the Knowledge of the Seller Parties, any oral notice, that any Current Government Contract is the subject of bid or award protest proceedings. The Company has made and delivered or otherwise made available to the Buyer complete and correct copies of each such Current Government Contract, including all amendments and modifications thereto or orders issued thereunder. (ii) Schedule 5.17(a)(ii5.15(a)(ii) sets forth forth, by the applicable solicitation name, if any, and number, all outstanding Government Bids that may result in a currentcontract with an actual or estimated value in excess of $50,000, and for each: (i) the complete and accurate list of Government Contracts name of the Company Governmental Authority to which the period of performance of which has expired or terminated and which has not been closed out as Government Bid was submitted; (ii) the complete name of the Closing Date. Governmental Authority that is the customer (if different from the contracting party); (iii) Schedule 5.17(a)(iii) sets forth a currentfor Government Bids for task orders and delivery orders, complete the name and accurate list number of each unexpired the Government Contract under which the Government Bid was submitted; (iv) the total price of the Company as Government Bid; and (v) the anticipated award date. True, accurate and complete copies of all such outstanding Government Bids have been made available to Buyer prior to the date hereof. (iv) Schedule 5.17(a)(iv) sets forth a current, accurate and complete list of each Vendor Government Subcontract for which payment by the Company is expected to exceed $25,000 for calendar year 2008. The Company has delivered or otherwise made available to the Buyer complete and correct copies of all such Vendor Government Contracts. (v) Schedule 5.17(a)(v) sets forth a current, accurate and complete list of each Current Government Contract and Government Bid that was awarded to the Company pursuant to a procurement that was restricted to bidders qualified as a “small business,” “small disadvantaged business,” or otherwise possessing protégé status, woman-owned small business, or other preferential status (including, but not limited to, participation in preferential status programs such as the Historically Underutilized Business Zone (“HUBZone”) program and participation under Section 8(a) of the Small Business Act) or a “minority set aside” or other “set aside” status (collectively, including qualification as a "small business" or "small disadvantaged business," a “Preferred Bidder Status”). (vi) Schedule 5.17(a)(vi) sets forth an accurate complete list of each Government Contract to which the Company is or was a party since its inception which are not listed on Schedule 5.17(a)(i) or Schedule 5.17(a)(ii) and for which the payments or financial liability of Company was greater than $50,000 (vii) Schedule 5.17(a)(vii) sets forth each teaming agreement to which the Company is a party or under which the Company has any obligations.