Common use of Government Contracts and Subcontracts Clause in Contracts

Government Contracts and Subcontracts. (a) Except as set forth on Schedule 3.20(a), (i) no cost incurred by the Company or Subsidiary pertaining to any Government Contract has been questioned or challenged by any Governmental Authority or representative thereof, (ii) all amounts previously charged or at present carried as chargeable by the Company and Subsidiary to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract and (iii) no notice has been given of a cost accounting standard noncompliance. (b) Except as set forth on Schedule 3.20(b), (i) none of the directors, officers or employees of the Company or Subsidiary is, or since each entity’s inception, has been, under administrative, civil or criminal investigation, or has been under indictment by any Governmental Authority or has been the subject of any audit, investigation or action with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract and (b) since its formation, none of the Company or Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) There does not exist and has not existed since December 31, 2006 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or Subsidiary that has led or could reasonably be expected to lead to any of the consequences set forth in Section 3.20(b), or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (d) There exists (i) no outstanding claims against the Company or Subsidiary, 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 or circumstances upon which such a claim may reasonably be based in the future or (ii) material disputes between the Company or Subsidiary and any Governmental Authority under the Contract Disputes Act, the Acquisition Management System or any other federal statute or regulation, or between the Company or Subsidiary and any prime contractor, subcontractor or vendor, in each case arising under or relating to any Government Contract; and there are no facts or circumstances that could reasonably be expected to lead to an such dispute in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, none of Company or Subsidiary has any interest in any pending claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Except as set forth on Schedule 3.20(f), no Government Contract to which the Company or Subsidiary is a party is currently, or has been within the one-year period prior to the date of this Agreement, under audit by any Governmental Authority or any other Person that is a party to such Government Contract. (g) Neither the Company nor Subsidiary has 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 Company and Subsidiary for any such audit was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) Neither the Company nor Subsidiary has been suspended or debarred from bidding on contracts or subcontracts for any Governmental Authority, nor has any suspension or debarment action been commenced. No valid basis exists for the Company’s or Subsidiary’s suspension or debarment from bidding on contracts or subcontracts for any Governmental Authority. (i) Other than routine contract audits by the Defense Contract Audit Agency, since December 31, 2006, neither the Company nor Subsidiary has been, nor is it now being, audited or investigated by any government agency, including without limitation the General Accounting Office, the Defense 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 is any such audit or investigation threatened. (j) Neither the Company nor Subsidiary has any disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of any Governmental Authority. (k) Since December 31, 2006, neither the Company nor Subsidiary has, with respect to any Government Contract (i) received a cure notice or show cause notice advising the Company or Subsidiary that it was in default or would, if it failed to take remedial action, be in default under such Government Contract or (ii) had 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 Company or Subsidiary against a customer, or by a customer against the Company or Subsidiary. (m) Except as set forth on Schedule 3.20(m), neither the Company nor Subsidiary has received from any U.S. Governmental Authority or any prime contractor or subcontractor from a U.S. Governmental Authority any special, preferential or advantageous treatment in the award of 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, as defined in the 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 the 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 set forth on Schedule 3.20(n), neither the Company nor the Subsidiary has any outstanding bid for a Government Contract.

Government Contracts and Subcontracts. (a) Except as set forth on Schedule 3.20(a), (i) no cost incurred by the Company or Subsidiary pertaining to any Government Contract has been questioned or challenged by any Governmental Authority or representative thereof, (ii) all amounts previously charged or at present carried as chargeable by the Company and Subsidiary to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract Contract, and (iii) no notice has been given of a cost accounting standard noncompliance. (b) Except as set forth on Schedule 3.20(b), (i) none of the directors, officers or employees of the Company or Subsidiary is, or since each entityCompany’s inception, has been, under administrative, civil or criminal investigation, or has been under indictment by any Governmental Authority or has been the subject of any audit, investigation or action with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract Contract, and (bii) since its formation, none of the Company or Subsidiary has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) There does not exist and has not existed since December 31, 2006 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or Subsidiary that has led or could reasonably be expected to lead to any of the consequences set forth in Section 3.20(b), or any other material damage, penalty penalty, assessment, recoupment of payment or disallowance of cost. (d) There exists are (i) no outstanding claims against the Company or SubsidiaryCompany, 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 or circumstances upon which such a claim may reasonably be based in the future or future, and (ii) no material disputes between the Company or Subsidiary and any Governmental Authority under the Contract Disputes Act, the Acquisition Management System or any other federal statute or regulation, or between the Company or Subsidiary and any prime contractor, subcontractor or vendor, in each case arising under or relating to any Government Contract; and there are no facts or circumstances that could reasonably be expected to lead to an any such dispute in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, none of the Company or Subsidiary has any no interest in any pending claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Except as set forth on Schedule 3.20(f), no Government Contract to which the Company or Subsidiary is a party is currently, or has been within the onetwo-year period prior to the date of this Agreement, under audit by any Governmental Authority or any other Person that is a party to such Government Contract. (g) Neither the The Company nor Subsidiary 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 Company and Subsidiary for any such audit was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) Neither the The Company nor Subsidiary has never been suspended or debarred from bidding on contracts or subcontracts for with any Governmental Authority, nor has any suspension or debarment action been commenced. No valid basis exists for the Company’s or Subsidiary’s suspension or debarment from bidding on contracts or subcontracts for with any Governmental Authority. (i) Other than routine contract audits by the Defense Contract Audit Agency, since December 31the Company’s inception, 2006, neither the Company nor Subsidiary has not been, nor is it now being, audited or investigated by any government agencyGovernmental Authority, including without limitation the General Accounting Office, the Defense 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 is any such audit or investigation threatened. (j) Neither the The Company nor Subsidiary has any no disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of any Governmental Authority. (k) Since Except as set forth in Schedule 3.20(k), since December 31, 2006, neither the Company nor Subsidiary hashas not, with respect to any Government Contract (i) received a cure notice or show cause notice advising the Company or Subsidiary that it was in default or would, if it failed to take remedial action, be in default under such Government Contract or (ii) had 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 Company or Subsidiary against a customer, or by a customer against the Company or SubsidiaryCompany. (m) Except as set forth on Schedule 3.20(m), neither the Company nor Subsidiary has not received from any U.S. Governmental Authority or any prime contractor or subcontractor from to a U.S. Governmental Authority Authority, any special, preferential or advantageous treatment in the award of 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 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 the 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 set forth on Schedule 3.20(n), neither the Company nor the Subsidiary has no outstanding bids or proposals for any outstanding bid for a Government Contract.

Government Contracts and Subcontracts. (a) Except as set forth on Schedule 3.20(a)in Section 5.20(a) of the Disclosure Schedule, (i) no cost incurred by the Company or the Subsidiary pertaining to any Government Contract has been questioned or challenged by any Governmental Authority or representative thereof, (ii) all amounts previously charged or at present carried as chargeable by the Company and its Subsidiary to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract and (iii) no written notice has been given to the Company or the Subsidiary of a cost accounting standard noncompliance. (b) Except as set forth on Schedule 3.20(b)in Section 5.20(b) of the Disclosure Schedule, (i) none of the directors, officers or employees of the Company or its Subsidiary is, or since each entity’s the Company's inception, has been, under administrative, civil or criminal investigation, or has been under indictment by any Governmental Authority or or, has been the subject of any audit, investigation or action with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract Contract, and (bii) since its the Company's formation, none of neither the Company or nor its Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) There Except as set forth in Section 5.20(c) of the Disclosure Schedule, there does not exist and has not existed since December 31, 2006 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or its Subsidiary that has led or could reasonably be expected to lead lead, to any of the consequences set forth in Section 3.20(b5.20(b), or any other material damage, penalty penalty, assessment, recoupment of payment or disallowance of cost. (d) There exists are (i) no outstanding claims against the Company or the Subsidiary, either by any a Governmental Entity Authority or by any a prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract and, to the Company's Knowledge, there are no facts or circumstances upon which such a claim may reasonably be based in the future or and (ii) no material disputes between the Company or the Subsidiary and any Governmental Authority under the Contract Disputes Act, the Acquisition Management System or any other federal statute or regulation, or between the Company or the Subsidiary and any prime contractor, subcontractor or vendor, in each case arising under or relating to any Government Contract; and , and, to the Company's Knowledge, there are no facts or circumstances that could reasonably be expected to lead to an any such dispute in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, none of neither the Company or nor the Subsidiary has any interest in any pending claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Except as set forth on Schedule 3.20(f)in Section 5.20(f) of the Disclosure Schedule, to the Company's Knowledge, no Government Contract to which the Company or the Subsidiary is a party is currently, or has been within the onetwo-year period prior to the date of this Agreementhereof, under audit by any Governmental Authority or any other Person that is a party to such Government Contract. (g) Neither the Company nor the Subsidiary has 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 Company and its Subsidiary for any such audit was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) Neither the Company nor the Subsidiary has been suspended or debarred from bidding on contracts or subcontracts for with any Governmental Authority, nor to the Company's Knowledge has any suspension or debarment action been commenced. No valid basis exists for the Company’s 's or the Subsidiary’s 's debarment or suspension or debarment from bidding on contracts or subcontracts for with any Governmental Authority. (i) Other than routine contract audits by the Defense Contract Audit Agency, since December 31, 2006the Company's formation, neither the Company nor the Subsidiary has been, nor has the Company or its Subsidiary received written notice that it is it now being, audited or investigated by any government agencyGovernmental Authority, including including, without limitation limitation, the General Accounting Office, the Defense 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 is to the Company's Knowledge has any such audit or investigation been threatened. (j) Neither the Company nor the Subsidiary has any disputes pending before a contracting office of, or any current claim pending against, any agency or instrumentality of any Governmental Authority. (k) Since December 31, 2006, neither the Company nor the Subsidiary has, with respect to any Government Contract (i) received a written cure notice or show cause notice advising the Company or its Subsidiary that it was in default or would, if it failed to take remedial action, be in default under such Government Contract or (ii) had such Government Contract terminated or cancelled. (l) There are no outstanding claims, or or, to the Company's Knowledge, threatened claims to the Knowledge of the Company, with respect to Government Contracts (other than routine invoices in process and unbilled charges), by the Company or the Subsidiary against a customer, or by a customer against the Company or the Subsidiary. (m) Except as set forth on Schedule 3.20(m)in Section 5.20(m) of the Disclosure Schedule, neither the Company nor the Subsidiary has received from any U.S. Governmental Authority or any prime contractor or subcontractor from to a U.S. Governmental Authority Authority, any special, preferential or advantageous treatment in the award of a Government ContractContract or grant, 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 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 the 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 set forth on Schedule 3.20(n)in Section 5.20(n) of the Disclosure Schedule, neither the Company nor the Subsidiary has any outstanding bid bids or proposals for a any Government Contract.

Government Contracts and Subcontracts. (a) Except as set forth on Schedule 3.20(a)5.21(a) of the Disclosure Schedules, (i) no cost incurred by the Company or Subsidiary pertaining to any Government Contract has been questioned or challenged in writing by any Governmental Authority or representative thereof, (ii) to the Knowledge of Contributor, all amounts previously charged or at present carried as chargeable by the Company and Subsidiary to any Government Contract have been or will be are reasonable, allowable and allocable to each such Government Contract and (iii) no written notice has been given of a cost accounting standard noncompliance. (b) Except as set forth on Schedule 3.20(b)5.21(b) of the Disclosure Schedules, (i) none of the directors, officers or to the Knowledge of Contributor, the employees of the Company or Subsidiary is, or since each entity’s inceptionJanuary 30, 2006, has been, under administrative, civil or criminal investigation, or has been under indictment by any Governmental Authority or or, other than routine contract audits by the Defense Contract Audit Agency, has been the subject of any audit, investigation or action with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract and (bii) since its formation, none of the Company or Subsidiary has not conducted or initiated any formal internal investigation using outside counsel or consultants or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) There does not exist and has not existed since December 31January 30, 2006 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or Subsidiary that has led or could would reasonably be expected to lead to any of the consequences set forth in Section 3.20(b)5.21(b) above, or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (d) There exists no (i) no outstanding written claims against the Company or SubsidiaryCompany, either by any Governmental Entity Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract and, to the Knowledge of Contributor, there are no facts or circumstances upon which such a claim may would reasonably be expected to be based in the future or (ii) material disputes between the Company or Subsidiary and any Governmental Authority under the Contract Disputes Act, the Federal Acquisition Regulations, Acquisition Management System or any other federal statute or regulation, or between the Company or Subsidiary and any prime contractor, subcontractor or vendor, in each case arising under or relating to any Government Contract; and to the Knowledge of Contributor, there are no facts or circumstances that could reasonably be expected to lead to an such a dispute in the future. (e) Except for claims for payment of fees and purchase prices in the ordinary course of business, none of the Company or Subsidiary has does not have any interest in any pending claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract. (f) Except as set forth on Schedule 3.20(f)5.21(f) of the Disclosure Schedule, routine contract audits by the Defense Contract Audit Agency and routine security audits by the Defense Security Service, no Government Contract to which the Company or Subsidiary is a party is currently, or has been within the one-year period prior to the date of this Agreement, under audit by any Governmental Authority or any other Person that is a party to such Government Contract. (g) Neither Except as set forth on Schedule 5.21(a) of the Disclosure Schedules, the Company nor Subsidiary 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 Company and Subsidiary for any such audit was current, complete and accurate and in compliance in all material respects with applicable regulations and cost accounting standards. (h) Neither the The Company nor Subsidiary has not been suspended or debarred from bidding on contracts or subcontracts for any Governmental Authority, nor to the Knowledge of Contributor, has any suspension or debarment action been commenced. No valid basis exists for the Company’s or Subsidiary’s suspension or debarment from bidding on contracts or subcontracts for any Governmental Authority. (i) Other than routine contract audits by the Defense Contract Audit AgencyAgency or routine security audits by the Defense Security Service, since December 31January 30, 2006, neither the Company nor Subsidiary has not been, nor is it now being, audited or investigated by any government agency, including without limitation the General Accounting Office, the Defense 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 nor, to the Knowledge of Contributor, is any such audit or investigation threatenedthreatened in writing. (j) Neither the The Company nor Subsidiary has does not have any disputes pending before a contracting office (not including decisions in the ordinary course of business) of, or any current claim pending against, any agency or instrumentality of any Governmental Authority. (k) Since December 31January 30, 2006, neither the Company nor Subsidiary hashas not, with respect to any Government Contract (i) received a cure notice or show cause notice advising the Company or Subsidiary that it was in default or would, if it failed to take remedial action, be in default under such Government Contract or (ii) had such Government Contract terminated or cancelledcancelled other than termination in accordance with its terms. (l1) 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 Company or Subsidiary against a customer, or by a customer against the Company or SubsidiaryCompany. (m) Except as set forth on Schedule 3.20(m), neither the The Company nor Subsidiary has not received from any U.S. Governmental Authority of the United States of America or any prime contractor or subcontractor from working for a U.S. Governmental Authority of the United States of America any special, preferential or advantageous treatment in the award of a Government Contract, or in any other manner, including as a “small business concern,” “small disadvantaged business” (or “minority-owned business”), “women-owned” concern, “service disabled veteran owned” concern, or any other socially and economically disadvantaged classification, as defined in the 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 the 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 set forth on Schedule 3.20(n)5.21(n) of the Disclosure Schedules, neither the Company nor the Subsidiary has no bids outstanding for any outstanding bid for a Government Contract. (o) Except as set forth on Schedule 5.21(o) of the Disclosure Schedules, the employees of the Company possess all United States Government security clearances required to perform the applicable Government Contracts of the Company (“Security Clearances”) and the Company possesses all facility security clearances required to perform the applicable Government Contracts of the Company (“Facility Security Clearances”) and (A) to the Knowledge of Contributor, the subcontractor(s) and independent contractor(s) of the Company possess all necessary security clearances required to perform the applicable Government Contracts of the Company; (B) except to the extent disclosure thereof is prohibited by applicable Law, Schedule 5.2l(o) of the Disclosure Schedules sets forth a true and complete list of all Facility Security Clearances (by category only) held by the Company and all personnel Security Clearances held by the employees of the Company to the extent held or required in connection with the conduct of the business of the Company. The clearances set forth on Schedule 5.2l(o) of the Disclosure Schedules (except to the extent disclosure thereof is prohibited by applicable Law) are all of the Facility Security Clearances and personnel Security Clearances (by category only) reasonably necessary to conduct the current business of the Company; (C) all requisite Security Clearances and Facility Security Clearances are valid and in full force and effect; and (D) the Company is in compliance with all material requirements of the National Industrial Security Program Operating Manual.