Common use of Government Contracts and Subcontracts Clause in Contracts

Government Contracts and Subcontracts. Except as set forth on Schedule 4.20, the Company has received no written claims, penalties, or causes or action against the Company the basis of which is an actual or alleged violation of, or noncompliance with, any applicable law, regulation or order (a) related to a Contractual Obligation between the Company and the United States federal government or any other state, local or foreign government or any division or agency of any of the foregoing (a “Government Contract”), which contract relates or related to the Business or (b) related to a Contractual Obligation between the Company and any other party, which Contractual Obligation relates or related to the Business and renders or rendered the Company a subcontractor at any tier to a prime Contractual Obligation with the United States federal government or any other state, local or foreign government or any division or agency of any of the foregoing (a “Government Subcontract”). Except as set forth on Schedule 4.20, to the Company’s Knowledge, there is no reasonable basis for any claim, penalty or cause of action against the Company alleging a violation of, or noncompliance with, any applicable law, regulation or order related to any Government Contract or Government Subcontract to which the Company is a party and that relates or related to the Business, except for such claims, penalties or causes of action as do not, in the aggregate, have a Material Adverse Effect. For purposes of this Section 4.20, claims, penalties and causes of action alleging a violation of, or noncompliance with, any applicable law, regulation or order include, but are not limited to, those purporting to be based on failure to comply with cost accounting standards, allowable costs, allocation of costs, omissions or errors in disclosure statements, or defective pricing.

Appears in 5 contracts

Samples: Stock and Warrant Purchase Agreement, Stock and Warrant Purchase Agreement (Kenexa Corp), Common Stock Purchase Agreement (Kenexa Corp)

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Government Contracts and Subcontracts. Except as set forth on ------------------------------------- Schedule 4.20, the Company has received no written claims, penalties, or causes or action against the Company the basis of which is an actual or alleged violation of, or noncompliance with, any applicable law, regulation or order (a) related to a Contractual Obligation between the Company and the United States federal government or any other state, local or foreign government or any division or agency of any of the foregoing (a "Government Contract"), which contract relates or related to the Business or (b) related to a Contractual Obligation between the Company and any other party, which Contractual Obligation relates or related to the Business and renders or rendered the Company a subcontractor at any tier to a prime Contractual Obligation with the United States federal government or any other state, local or foreign government or any division or agency of any of the foregoing (a "Government Subcontract"). Except as set forth on Schedule 4.20, to the Company’s 's Knowledge, there is no reasonable basis for any claim, penalty or cause of action against the Company alleging a violation of, or noncompliance with, any applicable law, regulation or order related to any Government Contract or Government Subcontract to which the Company is a party and that relates or related to the Business, except for such claims, penalties or causes of action as do not, in the aggregate, have a Material Adverse Effect. For purposes of this Section 4.20, claims, penalties and causes of action alleging a violation of, or noncompliance with, any applicable law, regulation or order include, but are not limited to, those purporting to be based on failure to comply with cost accounting standards, allowable costs, allocation of costs, omissions or errors in disclosure statements, or defective pricing.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Talentpoint Inc), Securities Purchase Agreement (Talentpoint Inc)

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