Government Contracts Compliance Sample Clauses

Government Contracts Compliance. With respect to each material Government Contract or Bid to which any Business Entity or any of its Affiliates is a party, and except as set forth on Schedule 4.22(a): (i) such Business Entity has fully complied with all material terms and conditions of such Government Contract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (ii) such Business Entity has complied, in all material respects, with all requirements of statute, rule, regulation, order or agreement pertaining to such Government Contract or Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete as of their effective date in all material respects, and such Business Entity has fully complied with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other person has provided written notice to such Business Entity that such Business Entity has breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement in any material respect; (v) to Seller's Knowledge, no termination for convenience, termination for default, cure notice or show cause notice has been issued; (vi) to Seller's Knowledge, no cost incurred or invoice rendered by any Business Entity has been questioned or disallowed; and (vii) to Seller's Knowledge, no money due to any Seller has been (or has attempted to be) withheld or set off.
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Government Contracts Compliance. The Company is not in, nor will the consummation of this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby result in, any violation, breach or default of any term or provision of (i) any contract, subcontract or agreement between the United States Government and the Company and (ii) any bid, proposal or quote submitted to the United States Government by the Company. The Company is not, nor will the consummation of this Agreement, the Transaction Documents or the transactions contemplated hereby and thereby result in, any violation, breach or default of any provision of any federal order, statute, rule or regulation governing any contract, subcontract, bid, proposal, quote, arrangement or transaction of any kind between the United States Government and the Company. The representations in the two immediately preceding sentences are made after consideration of, but are not limited to, the following laws, regulations, standards, and agreements, to the extent, if any, they are applicable to or incorporated into contracts, subcontracts, agreements: (A) The Truth in Negotiations Act of 1962, as amended; (B) The Service Contract Act of 1965, as amended; (C) The Contract Dispute Act of 1978, as amended; (D) The Federal Acquisition Regulations and any applicable agency supplements thereto, as well as applicable predecessor procurement regulations; (E) The Cost Accounting Standards; (F) Agreement with the Contract Audit Agency; (G) Relevant rules and arrangements governing the allowance of costs charged to overhead and general and administrative cost pools allocable to government contracts; (H) The Defense Industrial Security Manual DoD 5220.22-M, the Defense Industrial Security Regulation DoD 5220.22-R and related security regulations; (I) The Procurement Integrity Provisions of the OFPP Act Amendments of 1988, P.L. 100-679, as amended and implemented.
Sample 1
Government Contracts Compliance. With respect to each Government Contract or Bid to which GSI is a party, to the best knowledge of GSI, (i) GSI has complied with all material terms and conditions of such Government Contract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (ii) GSI has complied with all requirements of any statute, rule, regulation, order or agreement pertaining to such Government Contract or Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete as of their effective date, and GSI has fully complied with all such representations and certifications;
Sample 1
Government Contracts Compliance. With respect to each Government Contract or Bid to which TDC is a party, to the best knowledge of TDC, (i) TDC has complied with all material terms and conditions of such Government Contract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (ii) TDC has complied with all requirements of any statute, rule, regulation, order or agreement pertaining to such Government Contract or Bid; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete as of their effective date, and TDC has fully complied with all such representations and certifications; (iv) neither the U.S. Government nor any prime contractor, subcontractor or other person has notified TDC, either orally or in writing, that TDC has breached or violated any statute, rule, regulation, certification, representation, clause1 provision or requirement; (v) no termination for convenience, termination for default, cure notice or show cause notice has been issued; (vi) no cost incurred by TDC has been questioned or disallowed; and (vii) no money due to TDC has been (or has been attempted to be) withheld or set off.
Sample 1
Government Contracts Compliance. With respect to each Government Contract, Bid or Subcontract (as such terms are defined below) to which the Company is a party: (A) the Company has fully complied with all material terms and conditions of such Government Contract, Subcontract or Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (B) the Company has fully complied with all material requirements of statute, rule, regulation, order or agreement pertaining thereto; (C) all representations and certifications executed, acknowledged or set forth in or pertaining thereto were current, accurate and complete as of their effective date, and the Company has fully complied with all such representations and certifications, including, without limitation, all representations and certifications required by or relating to the Truth-In-Negotiations Act, the Procurement Integrity Act, the Foreign Corrupt Practices Act, the Cost Accounting Standards, the regulations and rules relating to Foreign Military Sales and the regulations and rules relating to the submission of progress payment requests; (D) no governmental entity nor any prime contractor, subcontractor or other person has notified the Company, either orally or in writing, that the Company have breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement; (E) no termination for convenience, termination for default, cure notice or show cause notice has been issued which has had a Material Adverse Effect and (F) no material cost incurred by the Company is the subject of any pending audit, claim or disallowance.
Sample 1
Government Contracts Compliance. Company is not in, and consummation of this Agreement and the transactions contemplated hereby will not result in, any violation, breach or default of any term or provision of: (a) any contract, subcontract or agreement between any United States, foreign, state or local governmental or regulatory authority and Seller, or (b) any bid, proposal or quote submitted to any United States, foreign, state or local governmental or regulatory authority by Company.
Sample 1
Government Contracts Compliance. Buyer is not in, and consummation of this Agreement and the transactions contemplated hereby will not result in any, violation, breach or default of any term or provision of: (a) any contract, subcontract or agreement between any United States, foreign, state or local governmental or regulatory authority and Buyer or (b) any bid, proposal or quote submitted to any United States, foreign, state or local governmental or regulatory authority by Buyer.
Sample 1
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Related to Government Contracts Compliance

  • Government Contracts Except as set forth in Disclosure Schedule (3.20), as of the Closing Date, no Credit Party is a party to any contract or agreement with any Governmental Authority and no Credit Party’s Accounts are subject to the Federal Assignment of Claims Act (31 U.S.C. Section 3727) or any similar state or local law.

  • Government Contract Government Contract" shall mean any prime contract, subcontract, letter contract, purchase order or delivery order executed or submitted to or on behalf of any Governmental Body or any prime contractor or higher-tier subcontractor, or under which any Governmental Body or any such prime contractor or subcontractor otherwise has or may acquire any right or interest.

  • Permits; Compliance The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2016, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

  • Contract Compliance All individual employee contracts entered into and/or in force during the duration of this Agreement shall be subject to and consistent with Washington State law and the terms and conditions of this Agreement. Any individual employee contract executed shall expressly provide that it is subject to the terms of this and subsequent Agreements between the District and the Association. If any individual employee contract contains any language inconsistent with this Agreement, this Agreement, during its duration, shall be controlling.

  • Government Compliance Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, noncompliance with which could have a Material Adverse Effect.

  • Government Authorization No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to Pubco in connection with the execution and delivery of this Agreement by Pubco, or the consummation by Pubco of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act.

  • Government Authorizations Section 1.1 (a) of the Disclosure Schedule contains a true and complete list of all the Licenses, which Licenses are sufficient for the lawful conduct of the business and operation of the Station in the manner and to the full extent they are currently conducted. Seller is the authorized legal holder of the Licenses, none of which is subject to any restriction or condition which would limit in any material respect the full operation of the Station as now operated. There are no applications, complaints or proceedings pending or, to the best of Seller's knowledge, threatened as of the date hereof before the Commission or any other governmental authority relating to the business or operations of the Station, other than applications, complaints or proceedings which generally affect the broadcasting industry as a whole, and other than reports and forms filed in the ordinary course of the Station's business. Seller has delivered to Buyer true and complete copies of the Licenses, including any and all additions, amendments and other modifications thereto. The Licenses are in good standing, are in full force and effect and are unimpaired by any act or omission of Seller or its officers, directors or employees; and the operation of the Station is in accordance with the Licenses and the underlying construction permits. No proceedings are pending or, to the knowledge of Seller, are threatened which may result in the revocation, modification, non-renewal or suspension of any of the Licenses, the denial of any pending applications, the issuance of any cease and desist order, the imposition of any administrative actions by the Commission with respect to the Licenses or which may affect Buyer's ability to continue to operate the Station as it is currently operated. Seller has taken no action which, to its knowledge, could lead to revocation or non- renewal of the Licenses, nor omitted to take any action which, by reason of its omission, could lead to revocation of the Licenses. All material reports, forms and statements required to be filed with the Commission with respect to the Station since the grant of the last renewal of the Licenses have been filed and are complete and accurate. To the knowledge of Seller, there are no facts which, under the Communications Act of 1934, as amended, or the existing rules, regulations, requirements, policies and orders of the Commission, would disqualify Seller as assignor, and Buyer as assignee, in connection with the Assignment Application.

  • Permits and Compliance Section 2.9

  • Government Permits The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those which the failure to possess or own would not have, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

  • Corporate and Governmental Authorization; Contravention The execution, delivery and performance by each Obligor of this Agreement and the other Credit Documents to which it is a party are within such Obligor’s corporate, limited liability or partnership powers, have been duly authorized by all necessary corporate, limited liability company or partnership action, require no action by or in respect of, or filing with, any governmental body, agency or official (except such as have been completed or made and are in full force and effect) and do not contravene, or constitute a default under, any provision of (x) applicable law or regulation, (y) the articles of incorporation or by-laws or other constituent documents of such Obligor or (z) any material agreement, judgment, injunction, order, decree or other instrument binding upon any Obligor or any Material Subsidiary or result in the creation or imposition of any Lien on any asset of any Obligor or any Material Subsidiary, except in each case referred to in the foregoing clauses (x) and (z) to the extent such contravention or default, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

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