Common use of Government Contracts and Subcontracts Clause in Contracts

Government Contracts and Subcontracts. (a) To the Seller’s and Target’s Knowledge, no material cost incurred by the Target pertaining to any Government Contract has been questioned or challenged by any representative of a Governmental Entity, except as noted in Schedule 3.18(a); and all amounts previously charged or at present carried as chargeable by the Target to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract other than as accrued for in the Historical Information; and no notice has been given of a cost accounting standard noncompliance. (b) Except for the matter referenced in Schedule 3.18(b), to the Seller’s and Target’s Knowledge neither the Target, nor any of its directors, officers or Key Employees is, are, or in the past five (5) years has been under administrative, civil or criminal investigation, or has been under indictment or information by any Governmental Entity or has been the subject of any audit, investigation or action with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. Except as disclosed in Schedule 3.18(b), since its formation, the Target has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) To the Seller’s and Target’s Knowledge, there exists no material irregularity, misstatement or omission arising under or relating to any Government Contract that has led during the last five (5) years or could lead to any of the consequences set forth in Section 3.18(b) above, or any other material damage, penalty assessment, recoupment of payment of disallowance of cost. (d) To the Seller’s and Target’s Knowledge there exists: (i) no outstanding material claims against the Target, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract; and, there are no facts upon which such a claim may be based in the future; and (ii) no material disputes between the Target and any Governmental Entity under the Contract Disputes Act, the Acquisition Management System (“AMS”) or any other federal statute or regulation; or between the Target and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and there are no facts over which such a dispute may arise in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, the Target does not have any interest in any pending claim against any Governmental Entity or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Schedule 3.18(f) sets forth each Government Contract which is currently under audit by any Governmental Entity or any other Person that is a party to such Government Contract. (g) The Target has not received any draft or final post award audit report, any draft or final notice of cost disallowance, or any draft or final notice of noncompliance with any cost accounting standard. All information made available or accessible by the Target for any such audits was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) The Target has not been suspended or debarred from bidding on contracts or subcontracts for any Governmental Entity, nor to the Seller’s or Target’s Knowledge has any suspension or debarment action been commenced. To the Seller’s or Target’s Knowledge there is no valid basis for the Target’s suspension or debarment from bidding on contracts or subcontracts for any Governmental Entity. (i) Other than routine contract audits by the Defense Contract Audit Agency (“DCAA”), the Target has not within the preceding five (5) years been, nor is it now being, audited or investigated by any government agency, including without limitation the General Accounting Office, the DCAA, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the Inspector General or Auditor General or similar functionary of any agency or instrumentality, nor, to the Target’s Knowledge, is any such audit or investigation threatened. (j) The Target has no disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of the United States Government. (k) The Target has not, with respect to any Government Contract and within the preceding five (5) years, (i) received a cure notice or show cause notice advising the Target that it was in default or would, if it failed to take remedial action, be in default under such contract or (ii) had any Government Contract terminated or cancelled. (l) There are no outstanding claims with respect to Government Contracts (other than routine invoices in process and unbilled charges), by the Target against a customer, or by a customer against the Target. (m) The operation of its business and the obtaining of its Contracts by the Target as it relates to the Government Contracts, has been conducted in all material respects in accordance with all applicable laws, regulations, and other requirements of all Governmental Authorities.

Government Contracts and Subcontracts. (a) To the Seller’s knowledge of the Company, the Active Subsidiaries and Target’s KnowledgeSellers, except for the matter referenced in Schedule 3.22(a), no material cost incurred by the Target Company or any Subsidiary pertaining to any Government Contract has been questioned or challenged by any representative of a Governmental EntityAuthority, except as noted in Schedule 3.18(a)and, to the Company’s, the Active Subsidiaries’ and the Sellers’ knowledge, no such material cost is the subject of any investigation, or has been disallowed by the U.S. Government, and no amount of money due to the Company or any Subsidiary pertaining to any Government Contract has been withheld or set off nor has any claim been made to withhold or set off money and the Company and each Subsidiary is entitled to all progress payments received with respect thereto other than those Government Contracts which by their terms provide for withholding certain amounts of money until such contract is complete; and all amounts previously charged or at present carried as chargeable by the Target Company or any Subsidiary to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract other than as accrued for in the Historical InformationContract; and no notice has been given of a cost accounting standard noncompliance. (b) Except To the knowledge of the Company, the Active Subsidiaries and Sellers, except for the matter referenced in Schedule 3.18(b3.22(a), to the Seller’s and Target’s Knowledge neither the TargetCompany, its Subsidiaries, nor any of its their members, managers, directors, officers or Key Employees is, are, or in the past five seven (57) years has been under administrative, civil or criminal investigation, or and has been under indictment or information by any Governmental Entity Authority or has been the subject of any audit, investigation or action with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. Except as disclosed in Schedule 3.18(b3.22(b), since its their formation, the Target has Company and its Subsidiaries have not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) To the Seller’s knowledge of the Company, the Active Subsidiaries and Target’s Knowledge, Sellers there exists no material irregularity, misstatement or omission arising under or relating to any Government Contract that has led during the last five seven (57) years or could lead to any of the consequences set forth in Section 3.18(b3.22(b) above, or any other material damage, penalty assessment, recoupment of payment of disallowance of cost. (d) To the Seller’s and Target’s Knowledge there There exists: (i) no outstanding material claims against the TargetCompany or its Subsidiaries, either by any Governmental Entity Government Authority or by any prime contractor, subcontractor, vendor or other Personperson, arising under or relating to any Government Contract; andand to the knowledge of the Company, its Active Subsidiaries and Sellers, there are no facts upon which such a claim may be based in the future; and (ii) no material disputes between the Target Company, any Subsidiary and any Governmental Entity Authority under the Contract Disputes Act, the Acquisition Management System (“AMS”) or any other federal statute or regulation; or between the Target Company, any Subsidiary and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and, to the knowledge of the Company, its Active Subsidiaries and Sellers, there are no facts over which such a dispute may arise in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, the Target Company and each Subsidiary does not have any interest in any pending claim against any Governmental Entity Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Schedule 3.18(f3.22(f) sets forth each Government Contract which is currently under audit by any Governmental Entity Authority or any other Person that is a party to such Government Contract. (g) The Target has Company and its Subsidiaries have not received any draft or final post award audit report, any draft or final notice of cost disallowance, or any draft or final notice of noncompliance with any cost accounting standard. All information made available or accessible by the Target Company and each Subsidiary for any such audits was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) The Target has Company and its Subsidiaries have not been suspended or debarred from bidding on contracts or subcontracts for any Governmental EntityAuthority, nor nor, to the Company’s, any Active Subsidiary’s or any Seller’s or Target’s Knowledge knowledge, has any suspension or debarment action been commenced. To the Seller’s or Target’s Knowledge there There is no valid basis for the TargetCompany’s or any Subsidiary’s suspension or debarment from bidding on contracts or subcontracts for any Governmental EntityAuthority. (i) Other than routine contract audits by the Defense Contract Audit Agency (“DCAA”), the Target Company and each Subsidiary has not within the preceding five (5) years been, nor is it now being, audited or investigated by any government agency, including without limitation the General Accounting Office, the DCAA, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the Inspector General or Auditor General or similar functionary of any agency or instrumentality, nor, to the Target’s Knowledgebest of the Company’s, the Active Subsidiaries’ and Sellers’ knowledge, is any such audit or investigation threatened. (j) The Target To the knowledge of the Company, the Active Subsidiaries and Sellers, except for the matter referenced in Schedule 3.22(a), the Company and each Subsidiary has no disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of the United States Government. (k) The Target Company and each Subsidiary has not, with respect to any Government Contract and within the preceding five (5) years, (i) received a cure notice or show cause notice advising the Target Company or any Subsidiary that it was in default or would, if it failed to take remedial action, be in default under such contract or (ii) had any Government Contract terminated or cancelled. (l) There are no outstanding claims with respect to Government Contracts (other than routine invoices in process and unbilled charges), by the Target Company or any Subsidiary against a customer, or by a customer against the TargetCompany or any Subsidiary. (m) The operation of its business and the obtaining of its Contracts Business by the Target Company and its Subsidiaries as it relates to the Government Contracts, has been conducted in all material respects in accordance with all applicable laws, regulations, and other requirements of all Governmental Authorities.

Government Contracts and Subcontracts. (a) To the Seller’s and Target’s KnowledgeExcept as set forth on Schedule 3.20(a), (i) no material cost incurred by the Target Company pertaining to any Government Contract has been questioned challenged in writing, or challenged to the Knowledge of the Company orally, by any Governmental Authority or representative of a Governmental Entitythereof, except as noted in Schedule 3.18(a); and (ii) all amounts previously charged or at present carried as chargeable by the Target Company to any Government Contract have been or will be are reasonable, allowable and allocable to each such Government Contract other than as accrued for and (iii) the Company has not received notice in writing, or to the Historical Information; and no notice has been given Knowledge of the Company orally, of a cost accounting standard noncompliance. (b) Except for the matter referenced in as set forth on Schedule 3.18(b3.20(b), (i) none of the directors, officers, or to the Seller’s and Target’s Knowledge neither of the TargetCompany, nor any employees of its directors, officers or Key Employees the Company is, areor since June 30, or in the past five (5) years 2006, has been been, under administrative, civil or criminal investigation, or has been under indictment or information by any Governmental Entity or Authority or, has been the subject of any audit, investigation or action with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. Except as disclosed in Schedule 3.18(b), and (ii) since its formation, the Target Company has not conducted or initiated any formal internal investigation using outside counsel or consultants or made a voluntary disclosure to any Governmental Entity Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) To the Seller’s There does not exist and Target’s Knowledgehas not existed since December 31, there exists no material 2005 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company that has led during the last five (5) years or could would reasonably be expected to lead to any of the consequences set forth in Section 3.18(b) above3.20(b), or any other material damage, penalty penalty, assessment, recoupment of payment of or disallowance of cost. (d) To the Seller’s and Target’s Knowledge there exists: There are: (i) no outstanding material claims in writing, or to the Knowledge of the Company orally, against the TargetCompany, either by any Governmental Entity Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract; Contract and, to the Knowledge of the Company, there are no facts or circumstances upon which such a claim may would reasonably be expected to be based in the future; and , and (ii) no material disputes between the Target Company and any Governmental Entity Authority under the Contract Disputes Act, the Acquisition Management System (“AMS”) or any other federal statute or regulation; , or between the Target Company and any prime contractor, subcontractor or vendor vendor, in each case arising under or relating to any Government Contract; and there are no facts over which or circumstances that would reasonably be expected to lead to such a dispute may arise in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, the Target does not have any Company has no interest in any pending claim against any Governmental Entity Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Except as set forth on Schedule 3.18(f) sets forth each 3.20(f), no Government Contract to which the Company is currently a party is currently, or has been within the one-year period prior to the date of this Agreement, under audit by any Governmental Entity Authority or any other Person that is a party to such Government Contract. (g) The Target Company has not received any draft or final post award audit report, any draft or final notice of cost disallowance, or any draft or final notice of noncompliance with any cost accounting standard. All information made available or accessible by the Target Company for any such audits audit was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) The Target Company has not been suspended or debarred from bidding on contracts or subcontracts for with any Governmental EntityAuthority, nor nor, to the Seller’s or Target’s Knowledge of the Company, has any suspension or debarment action been commenced. To the Seller’s or Target’s Knowledge there is no No valid basis exists for the TargetCompany’s suspension or debarment from bidding on contracts or subcontracts for with any Governmental EntityAuthority. (i) Other than routine contract audits by the Defense Contract Audit Agency (“DCAA”)Agency, since the Company’s inception, the Target Company has not within the preceding five (5) years been, nor is it now being, audited or investigated by any government agencyGovernmental Authority, including without limitation the General Accounting Office, the DCAADefense Contract Audit Agency, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the Inspector General or Auditor General or similar functionary of any agency or instrumentality, nor, to the Target’s KnowledgeKnowledge of the Company, is has any such audit or investigation threatenedbeen threatened in writing, or to the Knowledge of the Company orally. (j) The Target Company has no disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of the United States Governmentany Governmental Authority. (k) The Target Since December 31, 2006, the Company has not, with respect to any Government Contract and within the preceding five (5) years, (i) received a cure notice or show cause notice advising the Target Company that it was in default or would, if it failed to take remedial action, be in default under such contract Government Contract or (ii) had any such Government Contract terminated or cancelled. (l) There are no outstanding claims, or threatened claims to the Knowledge of the Company, with respect to Government Contracts (other than routine invoices in process and unbilled charges), by the Target Company against a customer, or by a customer against the TargetCompany. (m) The operation Except as set forth on Schedule 3.20(m), the Company has not received from any U.S. Governmental Authority or any prime contractor or subcontractor to a Governmental Authority, any special, preferential or advantageous treatment in the award of its a Government Contract, or in any other manner, including as a “small business concern,” “small disadvantaged business” (or “minority-owned business”), “women-owned” concern, or any other socially and economically disadvantaged classification, including as defined in the obtaining Small Business Act (15 U.S.C. Sec. 631, et. seq.), the Federal Property and Administrative Services Act (41 U.S.C. Sec. 252), Section 7102 of its Contracts by the Target Federal Acquisition Streamlining Act of 1994 (Public Law 103-355), 10 U.S.C. Sec. 2323, Executive Order 12138, May 18, 1979, or regulations implementing these requirements, including the Federal Acquisition Regulations. (n) Except as it relates to set forth on Schedule 3.20(n), the Company has no outstanding bids for any Government Contracts, has been conducted in all material respects in accordance with all applicable laws, regulations, and other requirements of all Governmental AuthoritiesContract.

Government Contracts and Subcontracts. (a) To the Seller’s and Target’s Knowledge, no No material cost incurred by the Target Company pertaining to any Government Prime Contract or Government Subcontract has been questioned or challenged by any representative representatives of a Governmental EntityAuthority, except as noted in Schedule 3.18(a)and, to the Company's Knowledge, no such material cost is the subject of any investigation, or has been disallowed by the U.S. Government, and no amount of money due to the Company pertaining to any Government Prime Contract or Government Subcontract has been withheld or set off nor has any claim been made to withhold or set off money and the Company is entitled to all progress payments received with respect thereto other than those Government Contracts which by their terms provide for withholding certain amounts of money until such contract is complete; and all amounts previously charged or at present carried as chargeable by the Target Company to any Government Contract Contract, Government Subcontract, Offer or Teaming Agreement have been or will be reasonable, allowable and allocable to each such Government Contract other than as accrued for in the Historical InformationContract, Government Subcontract, Offer or Teaming Agreement; and no notice has been given of a cost accounting standard noncompliance. (b) Except for Neither the matter referenced in Schedule 3.18(b), to the Seller’s and Target’s Knowledge neither the Target, Company nor any of its directors, officers officers, or Key Employees to the Knowledge of the Company, its employees is, are, or in the past five ten (510) years has been has been, under administrative, civil or criminal criminalal investigation, or and has not been under indictment or information by any Governmental Entity Authority or has been to the Knowledge of the Company subject to any audit or investigation of any audit, investigation or action the Company with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. Except as disclosed in Schedule 3.18(b)Prime Contract or Government Subcontract, since its formationand during the past ten (10) years, the Target Company has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to any a Government ContractPrime Contract or Government Subcontract. (c) To the Seller’s and Target’s Knowledge, there There exists no material irregularity, misstatement or omission arising under or relating to any Government Prime Contract or Government Subcontract that has led during the last five ten (510) years or could lead to any of the consequences set forth in Section 3.18(b3.23(b) above, or any other material damage, penalty assessment, recoupment of payment of or disallowance of cost. (d) To the Seller’s and Target’s Knowledge there There exists: (i) no outstanding material claims against the TargetCompany, either by any Governmental Entity Authority or by any prime contractor, subcontractor, vendor or other Personperson, arising under or relating to any Government ContractPrime Contract or Government Subcontract; andand to the Knowledge of the Company, there are no facts upon which such a claim may be based in the future; and (ii) no material disputes between the Target Company and any Governmental Entity Authority under the Contract Disputes Act, the Acquisition Management System (“"AMS”") or any other federal statute or regulation; regulation or between the Target Company and any prime contractor, subcontractor or vendor arising under or relating to any Government ContractPrime Contract or Government Subcontract; and and, to the Knowledge of the Company, there are no facts over which such a dispute may arise in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, the Target Company does not have any interest in any pending claim against any Governmental Entity Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government ContractPrime Contract or Government Subcontract. (f) Schedule 3.18(f) sets forth each Government Contract which is currently under audit by any Governmental Entity or any other Person that is a party to such Government Contract. (g) The Target has not received any draft or final post award audit report, any draft or final notice of cost disallowance, or any draft or final notice of noncompliance with any cost accounting standard. All information made available or accessible by the Target for any such audits was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) The Target has not been suspended or debarred from bidding on contracts or subcontracts for any Governmental Entity, nor to the Seller’s or Target’s Knowledge has any suspension or debarment action been commenced. To the Seller’s or Target’s Knowledge there is no valid basis for the Target’s suspension or debarment from bidding on contracts or subcontracts for any Governmental Entity. (i) Other than routine contract audits by the Defense Contract Audit Agency (“DCAA”), the Target has not within the preceding five (5) years been, nor is it now being, audited or investigated by any government agency, including without limitation the General Accounting Office, the DCAA, the Defense Contract Administrative Service, the Department of Labor, the Department of Health and Human Services, the Environmental Protection Agency, the General Services Administration, or the Inspector General or Auditor General or similar functionary of any agency or instrumentality, nor, to the Target’s Knowledge, is any such audit or investigation threatened. (j) The Target has no disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of the United States Government. (k) The Target has not, with respect to any Government Contract and within the preceding five (5) years, (i) received a cure notice or show cause notice advising the Target that it was in default or would, if it failed to take remedial action, be in default under such contract or (ii) had any Government Contract terminated or cancelled. (l) There are no outstanding claims with respect to Government Contracts (other than routine invoices in process and unbilled charges), by the Target against a customer, or by a customer against the Target. (m) The operation of its business and the obtaining of its Contracts by the Target as it relates to the Government Contracts, has been conducted in all material respects in accordance with all applicable laws, regulations, and other requirements of all Governmental Authorities.