Government Contracts Matters. (a) The Company and each Company Subsidiary have complied in all material respects with applicable Laws with respect to all Government Contracts and Government Bids. (b) All facts set forth in or acknowledged by the Company or any Company Subsidiary in any certification, representation or disclosure statement submitted by the Company or any Company Subsidiary with respect to any Government Contract or, to the Knowledge of the Company, any Government Bid were current, accurate and complete in all material respects as of the date indicated in such submission or as of such other date as required by the Government Contract, or to the Knowledge of the Company, any Government Bid. (c) None of the Company nor any Company Subsidiary, and, to the Knowledge of the Company, no current employee of the Company or any Company Subsidiary, has been excluded, debarred or suspended from doing business with any Governmental Entity, or, to the Knowledge of the Company, threatened with exclusion, debarment or suspension by any Governmental Entity (or by the relevant contracting official of such entity), or been informed that any actions by the Company or any Company Subsidiary could result in exclusion, debarment or suspension by any Governmental Entity, and, to the Knowledge of the Company, no circumstances exist that would warrant the institution of debarment or suspension proceedings against the Company, any Company Subsidiary or any employee of the Company or any Company Subsidiary. (d) No negative determination of responsibility has been issued, or, to the Knowledge of the Company, threatened or proposed against and provided to the Company or any Company Subsidiary in connection with any Government Contract or Government Bid. (e) In each case in which the Company or any Company Subsidiary has delivered or otherwise provided any technical data, Software or other Intellectual Property to any Governmental Entity in connection with any Government Contract, the Company or such Company Subsidiary has provided such technical data, computer software and other Intellectual Property solely as a “commercial item” pursuant to the Company’s commercial terms and conditions.
Appears in 2 contracts
Samples: Merger Agreement (Concur Technologies Inc), Merger Agreement (Concur Technologies Inc)
Government Contracts Matters. (a) The Company and each Company Subsidiary of its Subsidiaries have complied in all material respects with applicable Laws with respect to all Government Contracts and Government Bids.
(b) All facts set forth in or acknowledged by the Company or any Company Subsidiary of its Subsidiaries in any certification, representation or disclosure statement submitted by the Company or any Company Subsidiary of its Subsidiaries with respect to any Government Contract or, to the Knowledge of the Company, any Government Bid were current, accurate and complete in all material respects as of the date indicated in such submission or as of such other date as required by the Government Contract, or to the Knowledge of the Company, any Government Bid.
(c) None of the Company nor any Company Subsidiaryof its Subsidiaries, and, to the Knowledge of the Company, no current employee of the Company or any Company Subsidiaryof its Subsidiaries, has been excluded, debarred debarred, or suspended from doing business with any Governmental EntityAuthority, or, to the Knowledge of the Company, threatened with exclusion, debarment or suspension by any Governmental Entity Authority (or by the relevant contracting official of such entityauthority), or been informed that any actions by the Company or any Company Subsidiary of its Subsidiaries could result in exclusion, debarment or suspension by any Governmental EntityAuthority, and, to the Knowledge of the Company, no circumstances exist that would warrant the institution of debarment or suspension proceedings against the Company, any Company Subsidiary of its Subsidiaries, or any employee of the Company or any Company Subsidiaryof its Subsidiaries.
(d) No negative determination of responsibility has been issued, or, to the Knowledge of the Company, threatened or proposed against and provided to the Company or any Company Subsidiary of its Subsidiaries in connection with any Government Contract or Government Bid.
(e) In each case in which the Company or any Company Subsidiary of its Subsidiaries has delivered or otherwise provided any technical data, Software or other Intellectual Property Rights to any Governmental Entity Authority in connection with any Government Contract, the Company or such Company Subsidiary its Subsidiary, as applicable, has provided such technical data, computer software Software and other Intellectual Property solely as a “commercial item” pursuant to the Company’s commercial terms and conditions.
Appears in 2 contracts
Samples: Merger Agreement (Silver Spring Networks Inc), Merger Agreement (Itron Inc /Wa/)
Government Contracts Matters. (a) The Company and each Company Subsidiary have complied in all material respects with all applicable Laws with respect to all Government Contracts and Government Bids.
(b) All facts set forth in or acknowledged by the Company or any Company Subsidiary in any certification, representation or disclosure statement submitted by the Company or any Company Subsidiary with respect to any Government Contract or, to the Knowledge of the Company, any Government Bid were current, accurate and complete in all material respects as of the date indicated in such submission or as of such other date as required by the Government ContractContract or, or to the Knowledge of the Company, any Government Bid.
(c) None of the Company nor any Company Subsidiary, and, to the Knowledge of the Company, no current employee of the Company or any Company Subsidiary, has been excluded, debarred or suspended from doing business with any Governmental Entity, or, to the Knowledge of the Company, threatened with exclusion, debarment or suspension by any Governmental Entity (or by the relevant contracting official of such entity), or been informed in writing that any actions by the Company or any Company Subsidiary could result in exclusion, debarment or suspension by any Governmental Entity, and, to the Knowledge of the Company, no circumstances exist that would warrant the institution of debarment or suspension proceedings against the Company, any Company Subsidiary or any employee of the Company or any Company Subsidiary.
(d) No negative determination of responsibility has been issued, issued or, to the Knowledge of the Company, threatened or proposed in writing against and provided to the Company or any Company Subsidiary in connection with any Government Contract or Government Bid.
(e) In each case in which the Company or any Company Subsidiary has delivered or otherwise provided any technical data, Software or other Intellectual Property to any Governmental Entity in connection with any Government Contract, the Company or such Company Subsidiary has provided such technical data, computer software and other Intellectual Property solely as a “commercial item” pursuant to the Company’s commercial terms and conditions.
Appears in 1 contract
Samples: Merger Agreement (Ariba Inc)