Common use of Government Contracts Clause in Contracts

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except (ia) as described in Since the Registration StatementApplicable Date, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has Subsidiaries have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Material Company Government Contract and Government ProposalMaterial Company Bid as required, including compliance with accounting requirementsall clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein (including, but not limited to, and as may be applicable, the Truthful Cost and Pricing Data Act; the Service Contract Act; the Buy America Act; the Trade Agreements Act; the Procurement Integrity Act; the Cost Accounting Standards; and applicable and material Federal Acquisition Regulation (2“FAR”), Department of Defense FAR Supplement (“DFARS”) neither and agency FAR supplement clauses in any Material Company Government Contract or Material Company Bid). (b) Since the Applicable Date, all representations, certifications and disclosures made by the Company and its Subsidiaries with respect to any Government Contract or Company Bid were current, accurate and complete at the time of disclosure (or have been formally corrected or otherwise finally resolved with a Governmental Entity), in each case, in all material respects, as of their effective date. (c) Since the Applicable Date through the date of this Agreement, no Governmental Entity nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicableSubsidiaries, in writing or, to the Knowledge of the Company, orally, that the Company or any breach of its Subsidiaries has, or violation of is alleged to have, breached or violated in any applicable law that remains unresolved and pertains material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Government Contract or Company Bid. (d) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has, since the Applicable Date, received or is subject to any notice of termination for convenience, notice of termination for default, stop work order, material cure notice or material show cause notice (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements) (or, in the case of Contracts governed by Laws other than the state or federal Laws of the United States, the functional equivalents thereof, if any) pertaining to any Material Company Government Contract; (4) , and, since the Applicable Date, no Governmental Entity has, to the Knowledge of the Company, threatened to issue any such notice. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company, oral notice from any Governmental Entity pertaining to any Material Company Government Contract indicating that it intends to cancel or otherwise adversely modify in any material respect its relationship with the Company or its Subsidiaries. (e) Since the Applicable Date, no material written or, to the Knowledge of termination the Company, oral claim (other than any such claim that has been formally corrected or otherwise finally resolved with the applicable Governmental Entity) under the United States civil or criminal False Claims Act, federal or state fraud statutes (as such concept is defined under the state or federal Laws of the United States) or other criminal Law has been made or has been pending against the Company or its Subsidiaries in connection with any Government Contract to which the Company or its Subsidiaries is a party. (f) To the Knowledge of the Company, as of the date of this Agreement, there exists no outstanding asserted disputes or claims for defaultan amount in excess of $25,000,000 between the Company or any of its Subsidiaries, cure notice on the one hand, and either the applicable Governmental Entity or show cause notice that remains unresolved and pertains any prime contractor, subcontractor, vendor or other Person, on the other hand, arising under or relating to any Government Contract; Contract or Company Bid. (5g) Since the Applicable Date, neither the Company nor any of its Subsidiaries has received in writing any material adverse or negative past performance evaluations or ratings in connection with any Material Company Government Contract by any Governmental Entity (h) Since the Applicable Date, (i) neither the Company nor any of its subsidiaries Subsidiaries has received been the subject of a written finding of non-responsibility or ineligibility for government contracting and (ii) neither the Company, any written of its Subsidiaries nor any director or oral notice officer of the Company or its Subsidiaries has been debarred or suspended, or to the Knowledge of the Company proposed for a finding of debarment or suspension, from participation in the award of Contracts or subcontracts for or with any audits Governmental Entity (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements). (i) As of the date of this Agreement, (i) no costs incurred by the Company or investigations that pertains any of its Subsidiaries pertaining to any individual Company Government Contract have been questioned, proposed for disallowance, or deemed finally disallowed, in each case, in writing by a Governmental Entity and in an amount in excess of $10,000,000, which costs have not been reserved, reflected in the consolidated financial statements of the Company and its Subsidiaries, or otherwise resolved and (ii) no payment due to the Company or any of its Subsidiaries pertaining to any Material Company Government Contract; Contract has been withheld or set off, nor has any claim been made to withhold or set off money, in each case, in an amount in excess of $10,000,000. (6j) Since the Applicable Date, (i) neither the Company nor any of its subsidiaries Subsidiaries, nor any of the respective directors, officers or employees, nor, to the Knowledge of the Company, any consultants or agents of the Company or any of its Subsidiaries (in each case in their capacity as such), is or has conducted an internal investigation been under administrative, civil or compliance reviewcriminal investigation, indictment or criminal information by any Governmental Entity with respect to the award or performance of any Government Contract, the subject of any actual or threatened in writing, “whistleblower” or “qui tam” lawsuit, or made any voluntary audit or, to the Knowledge of the Company, investigation of the Company or mandatory disclosure to any governmental body of its Subsidiaries with respect to any alleged material irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; , (7ii) to the Knowledge of the Company, there is no current or outstanding civil investigative demand or subpoena issued to the Company or any of its Subsidiaries, nor any of its or their respective directors, officers or employees (in each case in their capacity as such), under the civil or criminal False Claims Act relating to any Government Contract and (iii) neither the Company nor any of its subsidiaries Subsidiaries has been subject made any written disclosure under the FAR mandatory disclosure or payment provisions (including, but not limited to, FAR 52.203-13(b)(3)) to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental AuthorityEntity, and no Governmental Authority has withheld or set off or attempted circumstances have existed that would have warranted such a disclosure. (k) The Company and its Subsidiaries and their respective employees possess all facility and personnel security clearances necessary to withhold or set offperform all Material Company Government Contracts, an amount and all such security clearances are valid and in excess of $250,000 otherwise due or payable full force and effect. Since the Applicable Date, the Company and its Subsidiaries have complied in all material respects with all security obligations incorporated in any Material Company Government Contract and all national security obligations applicable to the Company or any subsidiary under any Government Contract; and (B) neither its Subsidiaries relating to the Company nor any safeguarding of its subsidiaries holds a facility security clearance as defined and access to classified information, including those specified in the National Industrial Security Program Operating Manual Manual, 32 C.F.R. Part 117. (DoD 5220.22-Ml) The Company and its Subsidiaries are not currently limited, prohibited or otherwise restricted from performing or bidding for any material work or material future business opportunities due to “organizational conflicts of interest” (as defined in FAR Subpart 9.5) or any similar security clearance issued Material Company Government Contract terms or provisions, except pursuant to existing organizational conflicts of interest mitigation plans submitted by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries in connection with any Material Company Government Contract and made available to Parent or its outside legal counsel prior to the date of this Agreement (except to the extent making such Material Company Government Contract available to Parent is prohibited by applicable national security or similar Law). (m) To the extent applicable, on (i) the one handCompany and its Subsidiaries comply with DFARS 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting in all material respects and (ii) since the Applicable Date, the Company and its Subsidiaries have not submitted any governmental body cyber incident report pursuant to DFARS 252.204-7012(c) or any prime contractor or subcontractor (at any tier) otherwise and, to the Knowledge of any governmental bodythe Company, on no circumstances have existed since the other hand. As used herein, “Government Proposal” means Applicable Date that would have warranted such a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractreport.

Government Contracts. (a) Except (i) as described set forth in Section II.17 of the Contribution Disclosure Schedule, and except for inaccuracies in the Registration Statementfollowing as have not had, the Time of Sale Prospectus and the Prospectus or (ii) as would may not reasonably be expected to have have, a Material Adverse EffectEffect on the Businesses, with respect to each fixed price Government Contract with a backlog value in excess of $10,000,000, each "cost plus" Government Contract with a backlog value in exceeds of $10,000,000 and each Bid which, if accepted, would result in such a Government Contract (as defined below): (Aa "Government Bid") during the five years prior to which LM or any Transferor Subsidiary is a party with respect to the date hereofBusinesses, (1i) the Company and each of its subsidiaries LM or any such Transferor Subsidiary has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (including ii) LM or any Transferor Subsidiary has complied with all requirements of all material Applicable Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and Government Proposalcorrect as of their effective date, including compliance and LM or any Transferor Subsidiary has complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company U.S. Government nor any of its subsidiaries nor prime contractor, subcontractor or other Person has notified LM or any of their respective Principals Transferor Subsidiary that LM or any such Transferor Subsidiary has breached or violated any Applicable Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid where there is a substantial likelihood that the matter notified to LM or any such Transferor Subsidiary will be resolved in a manner adverse to LM or any such Transferor Subsidiary, (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3v) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect pertaining to any such Government ContractContract or Government Bid; (5vi) neither to the Company nor best of the knowledge of LM, no cost incurred by LM or any of its subsidiaries Transferor Subsidiary pertaining to such Government Contract or Government Bid has received any written been questioned or oral notice challenged, is the subject of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewhas been disallowed by the U.S. Government where, or made any voluntary or mandatory disclosure to any governmental body with respect to any question, challenge or investigation, there is a substantial likelihood of a determination adverse to LM or any such Transferor Subsidiary; and (vii) to the best of the knowledge of LM, no money due to LM or any Transferor Subsidiary pertaining to such Government Contract or Government Bid has been (or has attempted to be) withheld or set off where there is a substantial likelihood that LM or any such Transferor Subsidiary will not ultimately be deemed to be entitled to such money. (b) Except as set forth in Section II.17 of the Contribution Disclosure Schedule: (i) to the best of the knowledge of LM, none of LM's or any Transferor Subsidiary's respective employees, consultants or agents is (or during the last year has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Authority, or any audit or investigation by LM or any Transferor Subsidiary with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government ContractContract or Government Bid; and (7ii) neither during the Company last year, LM or any Transferor Subsidiary has not conducted or initiated any internal investigation or, to the best of the knowledge of LM, had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Governmental Contract or Government Bid. Neither LM nor any Transferor Subsidiary has any knowledge or reason to know of its subsidiaries any irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has been subject led or could reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clauses (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) Except as set forth in Section II.17 of the Contribution Disclosure Schedule, or as has not had, and may not reasonably be expected to have, a civil fraud law suit Material Adverse Effect with respect to the Businesses, there exist (i) no outstanding claims against LM or received a subpoena any Transferor Subsidiary, either by the U.S. Government or civil investigative demand issued by any governmental body regarding prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Government Bid referred to in Section II.17(a) where there is a substantial likelihood of a determination adverse to LM or any such Transferor Subsidiary and (ii) no disputes between LM or any Transferor Subsidiary and the U.S. Government under the Contract Disputes Act or any other Federal statute or between LM or any Transferor Subsidiary and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract or Government Bid where there is a substantial likelihood of a determination adverse to LM or any Transferor Subsidiary. LM has no knowledge or reason to know of any fact which could reasonably be expected to result in a claim or a dispute under clause (i) or (ii) of the immediately preceding sentence. (d) Except as set forth in Section II.17 of the Contribution Disclosure Schedule, neither LM nor any Transferor Subsidiary (with respect to the Businesses), nor to the best of the knowledge of LM, any employees, consultants or agents of any of the Businesses, is (or during the last five years has been) suspended or debarred from doing business with the U.S. Government or is (or during such period was) the subject of a finding of a nonresponsibility or ineligibility for U.S. Government contracting. LM does not know or have any reason to know of any facts or circumstances that would warrant the suspension or debarment, or the finding of nonresponsibility or ineligibility, on the part of LM or any Transferor Subsidiary or any employees, consultants or agents of any of the Businesses. (e) Except as set forth in Section II.17 of the Contribution Disclosure Schedule, and except for any of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Businesses, all material test and inspection results LM or any Transferor Subsidiary has provided to the U.S. Government pursuant to any Government Contract referred to in Section II.17(a) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the U.S. Government pursuant to any such Government Contract of any article designed, engineered or manufactured in the Businesses were complete and correct in all material respects as of the date so provided. Except as set forth in Section II.17 of the Contribution Disclosure Schedule, and except for any of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Businesses, LM or any Transferor Subsidiary has provided all material test and inspection results to the U.S. Government pursuant to any such Government Contract as required by Applicable Law and the terms of the applicable Government Contracts. (f) Except for any of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Businesses, no statement, representation or warranty made by LM or any Transferor Subsidiary in any Government Contract; , any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government in connection with any Government Contract or Government Bid (i) contained on the date so furnished or submitted any untrue statement of a material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading or (ii) contains on the date hereof any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except in the case of both clauses (i) and (8) neither ii) any untrue statement or failure to state a material fact that would not result in any material liability to the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 Businesses as a result of such untrue statement or failure to state a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractmaterial fact.

Government Contracts. (a) Except (i) as described set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for inaccuracies in the Registration Statementfollowing as have not had, the Time of Sale Prospectus and the Prospectus or (ii) as would may not reasonably be expected to have a Material Adverse EffectEffect on the Business, with respect to each fixed price Government Contract with a backlog value in excess of $5,000,000, each "cost plus" Government Contract with a backlog value in excess of $7,500,000 and each Bid that, if accepted, would result in such a Government Contract (as defined below): (Aa "Government Bid") during the five years prior to which Lockheed Xxxxxx or any Affiliated Transferor is a party with respect to the date hereofBusiness, (1i) to the Company and each knowledge of its subsidiaries Lockheed Xxxxxx, Lockheed Xxxxxx (or the applicable Affiliated Transferor) has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (including ii) to the knowledge of Lockheed Xxxxxx, Lockheed Xxxxxx (or the applicable Affiliated Transferor) has complied with all requirements of all Applicable Laws or agreements pertaining to such Government Contract or Government Bid; (iii) to the knowledge of Lockheed Xxxxxx, all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and Government Proposalcorrect as of their effective date, including compliance and Lockheed Xxxxxx (or the applicable Affiliated Transferor) has complied in all respects with accounting requirementsall such representations and certifications; (2iv) neither the Company U.S. Government nor any of its subsidiaries nor prime contractor, subcontractor or other Person has notified Lockheed Xxxxxx (or the applicable Affiliated Transferor) that Lockheed Xxxxxx (or the applicable Affiliated Transferor) has breached or violated any of their respective Principals (as defined in 48 C.F.R. § 2.101)Applicable Law, orcertification, representation, clause provision or requirement pertaining to the knowledge of the Company, current employees is such Government Contract or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsibleGovernment Bid; (3v) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect pertaining to any such Government ContractContract or Government Bid; (5vi) neither to the Company nor knowledge of Lockheed Xxxxxx, no cost incurred by Lockheed Xxxxxx (or the applicable Affiliated Transferor) pertaining to such Government Contract or Government Bid has been questioned or challenged, is the subject of any investigation or has been (or could reasonably be expected to be) disallowed by the U.S. Government; (vii) to the knowledge of Lockheed Xxxxxx, no money due to Lockheed Xxxxxx (or the applicable Affiliated Transferor) pertaining to such Government Contract or Government Bid has been (or has attempted to be) withheld or set off and Lockheed Xxxxxx (or the applicable Affiliated Transferor) is entitled to all progress payments with respect thereto and (viii) each Government Contract is valid and subsisting. (b) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, with respect to the Business; (i) to the knowledge of Lockheed Xxxxxx, none of its subsidiaries respective employees, consultants or agents is (or during the last five years has received been) under administrative, civil or criminal investigation, indictment or information by any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewGovernmental Authority, or made any voluntary audit or mandatory disclosure to any governmental body investigation by Lockheed Xxxxxx with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government ContractContract or Government Bid; and (7ii) during the last five years, Lockheed Xxxxxx has not conducted or initiated any internal investigation or, to Lockheed Xxxxxx'x knowledge, had reason to conduct, initiate or report any internal investigation, or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Xxxxxx has no knowledge of any irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led or could reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, with respect to the Business, to the knowledge of Lockheed Xxxxxx, there exist (i) no outstanding claims against Lockheed Xxxxxx or any Affiliated Transferor, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Bid referred to in Section B.15(a) and (ii) no disputes between Lockheed Xxxxxx or any Affiliated Transferor and the U.S. Government under the Contract Disputes Act or any other Federal statute or between Lockheed Xxxxxx or any Affiliated Transferor and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract or Government Bid. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Xxxxxx has no knowledge of any fact that could reasonably be expected to result in a claim or a dispute under clause (i) or (ii) of the immediately preceding sentence. (d) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, neither Lockheed Xxxxxx (or any Affiliated Transferor) (with respect to the Company Business), nor to Lockheed Xxxxxx'x knowledge, any of its subsidiaries employees, consultants or agents is (or during the last five years has been been) suspended or debarred from doing business with the U.S. Government or is (or during such period was) the subject of a finding of nonresponsibility or ineligibility for U.S. Government contracting. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Xxxxxx does not know of any facts or circumstances that would warrant the suspension or debarment, or the finding of nonresponsibility or ineligibility, on the part of Lockheed Xxxxxx (or any Affiliated Transferor) or any of Lockheed Xxxxxx'x (or any Affiliated Transferor's) employees, consultants or agents. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a civil fraud law suit Material Adverse Effect on the Business, to Lockheed Xxxxxx'x knowledge, the Lockheed Xxxxxx Companies have complied with all requirements of all material laws pertaining to all Government Contracts and Bids. (e) Except as set forth in Section B.15 of the Disclosure Schedules or received known to the Individual Purchasers, and except for any of the following as has not had, and may not reasonably be expected to have, a subpoena Material Adverse Effect on the Business, to the knowledge of Lockheed Xxxxxx, all test and inspection results Lockheed Xxxxxx (or civil investigative demand issued any Affiliated Transferor) has provided to the U.S. Government pursuant to any Government Contract referred to in Section B.15(a) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the U.S. Government pursuant to any such Government Contract of any article designed, engineered or manufactured in the Business were complete and correct as of the date so provided. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for any of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, to the knowledge of Lockheed Xxxxxx, Lockheed Xxxxxx (or an Affiliated Transferor) has provided all test and inspection results to the U.S. Government pursuant to any such Government Contract as required by Applicable Law and the terms of the applicable Government Contracts. (f) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for any governmental body regarding of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, to the knowledge of Lockheed Xxxxxx, no statement, representation or warranty made by Lockheed Xxxxxx (or an Affiliated Transferor) in any Government Contract; , any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government in connection with any Government Contract or Government Bid (i) contained on the date so furnished or submitted any untrue statement of a material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading or (ii) contains on the date hereof any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except in the case of both clauses (i) and (8) neither ii) any untrue statement or failure to state a material fact that would not result in any material liability to the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 Business as a result of such untrue statement or failure to state a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractmaterial fact.

Government Contracts. (a) Except as set forth in Schedule 3.09(a), (i) none of the Business Employees is (or during the past 18 months has been), except as described in the Registration Statementto routine security investigations, the Time of Sale Prospectus and the Prospectus under administrative, civil or criminal investigation, indictment or information by a Governmental Authority, (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract there is no pending (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of Seller, threatened) audit or investigation of the CompanyBusiness or any Business Employee with respect to any alleged irregularity, current employees is impropriety, violation, misstatement or has been suspended omission arising under or debarredrelating to a Government Contract or Government Contract Bid, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3iii) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, stop work, cure notice or show cause notice that remains unresolved and pertains has been issued with respect to any Government Contract; , and (5iv) during the past 18 months, neither the Company Seller nor any of its subsidiaries Affiliates has received any written or oral notice of any audits or investigations that pertains to made a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any alleged irregularity, misstatementimpropriety, significant overpayment violation, misstatement or violation omission arising under or relating to a Government Contract or Government Contract Bid with respect to the Business, other than inquiries, audits and reconciliations that would not, individually or in the aggregate, materially affect the Business. Neither Seller and its Affiliates nor any of law the Business Employees has made any material misstatement or omission in connection with any disclosure that has led to, or would be reasonably expected to lead to, any of the consequences set forth in clause (i), (ii) or (iii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (b) Except as set forth in Schedule 3.09(b), there are (i) no material claims pending (or to the knowledge of Seller, threatened) against Seller or its Affiliates by a Governmental Authority or by any prime contractor, subcontractor, or vendor arising under any Government Contract or Government Contract Bid with respect to the Business and (ii) no material disputes pending (or to the knowledge of Seller, threatened) between Seller or its Affiliates and any Governmental Authority or between Seller or its Affiliates and any prime contractor, subcontractor, or vendor of the Business arising under or relating to any Government Contract; Contract or Government Contract Bid with respect to the Business. (7c) Except as set forth in Schedule 3.09(c), neither the Company Seller nor any of the Business Employees is (or during the past 18 months has been) suspended, debarred or proposed for or threatened with debarment or suspension, otherwise determined ineligible or disqualified from doing business with a Governmental Authority or is (or during such period was) subject of a finding of non-responsibility or ineligibility for contracting with a Governmental Authority. (d) Seller and its subsidiaries has been subject Affiliates are (and for the past 3 years have been) in compliance, in all material respects, with all Applicable Laws relating to obtaining, administering and performing their Government Contracts. Seller and its Affiliates have not engaged in any conduct with regard to any Government Contract or Government Contract Bid that would constitute a criminal violation or a civil fraud law suit or received a subpoena basis for suspension or civil investigative demand issued by any governmental body regarding any Government Contract; debarment. (e) All test and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company inspection results that Seller or any of its subsidiaries, on Affiliates has provided to any U.S. federal Governmental Authority pursuant to any Government Contract relating to the one hand, and Business or to any governmental body other Person pursuant to any such Government Contract or as part of the delivery to the U.S. federal Governmental Authorities pursuant to any prime contractor or subcontractor (at any tier) such Government Contract of any governmental bodyarticle designated, on engineered or manufactured in the Business were complete and correct in all material respects as of the date so provided. Seller and its Affiliates have provided all test and inspection results to the appropriate U.S. federal Governmental Authority pursuant to all Government Contracts related to the Business as required by Applicable Law and the terms of the applicable Government Contracts. (f) Schedule 3.09(f) sets forth all of the material facility security clearances held by Seller or its Affiliates with respect to the Purchased Assets or the Business other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractthan any facility security clearances that are not permitted to be disclosed under any Applicable Law.

Government Contracts. Except (i) as described as, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectEffect on UTC, with respect to (i) each Government Contract (as defined below): (A) during the five years prior to the date hereofwhich UTC RemainCo or its subsidiaries is a party was legally awarded, is binding on UTC RemainCo or its applicable subsidiary, and is in full force and effect, (1ii) the Company and each no such Government Contract or offer, quotation, bid or proposal to sell products or services made by UTC RemainCo or any of its subsidiaries has complied to any Governmental Entity or any prime contractor is currently the subject of bid or award protest proceedings, (iii) UTC RemainCo and its subsidiaries are in compliance with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each such Government Contract and Government Proposalor offer, including compliance with accounting requirements; quotation, bid or proposal, (2iv) since January 1, 2017, neither the Company Governmental Entity nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company UTC RemainCo or any of its subsidiaries, as applicable, subsidiaries in writing of that it has, or is alleged to have, breached or violated any breach Applicable Law, representation, certification, disclosure, clause, provision or violation of any applicable law that remains unresolved and pertains requirement pertaining to any such Government Contract; Contract or offer, quotation, bid or proposal, (4v) since January 1, 2017, neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company UTC RemainCo nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Governmental Entity with respect to any alleged irregularity, misstatement, significant overpayment omission, fraud or price mischarging, or other violation of law Applicable Law, arising under or relating to any a Government Contract; Contract and (7vi) neither the Company nor none of UTC RemainCo, any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and their respective “Principals” (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the National Industrial Security Program Operating Manual (DoD 5220.22-M) knowledge of UTC, proposed for debarment, suspension or exclusion, from participation in or the award of contracts or subcontracts for or with any similar security clearance issued by Governmental Entity or doing business with any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractEntity.

Government Contracts. Except (ia) None of the Target Companies or Target Subsidiaries is, or during the last three years has been (except as described in to routine security investigations), under administrative, civil or criminal indictment, information or, to the Registration StatementKnowledge of Parent and Sellers, investigation by any Governmental Entity, nor to the Time Knowledge of Sale Prospectus Parent and the Prospectus Sellers has any such indictment, information or investigation been threatened, (ii) as to the Knowledge of Parent and the Sellers, none of the Target Companies or Target Subsidiaries or any Employee of the Business has received notice in any form of a pending or threatened audit or investigation by any Governmental Entity of the Target Companies, Target Subsidiaries or any Employee of the Business with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid, and (iii) during the last three (3) years, none of the Target Companies or Target Subsidiaries has made a voluntary disclosure with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract with or a Government Bid by any of the Target Companies or Target Subsidiaries, other than routine inquiries, audits and reconciliations that, in each case, would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during . To the five years prior to the date hereof, (1) the Company and each Knowledge of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) Parent and the terms and conditions Sellers, none of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company Target Companies or Target Subsidiaries nor any of its subsidiaries nor the Employees of the Business has submitted any inaccurate, untruthful, or misleading information in connection with any voluntary disclosure to any Governmental Entity or any cost or pricing data, certification, bid, proposal, application, report, claim, or any other information relating to a Government Contract to the U.S. Government or any other Governmental Entity that has led or is expected to lead to any of their respective Principals the consequences set forth in clause (as defined in 48 C.F.R. § 2.101)i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment, disallowance of cost, termination for default and/or suspension and debarment. (b) There are (i) no pending or, to the knowledge Knowledge of Parent and the CompanySellers, current employees is or has been suspended or debarredthreatened claims, appeals, “Requests for Equitable Adjustments”, or proposed for debarment protests against any Target Company or suspension from government contracting declared ineligible Target Subsidiary by a Governmental Entity or determined non-responsible; (3) no governmental body by any prime contractor, subcontractor or prime contractor vendor arising under any Government Contract with or subcontractor has notified the Government Bid by any Target Company or any of its subsidiariesTarget Subsidiary and (ii) no disputes between any Target Company or Target Subsidiary and a U.S. Governmental Entity under the Contract Disputes Act or any other federal Law or between any Target Company or Target Subsidiary and any prime contractor, as applicable, in writing of any breach subcontractor or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law vendor arising under or relating to any such Government Contract; Contract with or Government Bid by any Target Company or Target Subsidiary, except any such claim or dispute that would not reasonably be expected to have a Material Adverse Effect. (7c) neither None of the Company Target Companies or Target Subsidiaries nor any Employee of its subsidiaries the Business is (or during the last three years has been subject to a civil fraud law suit been) suspended or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by debarred from doing business with a Governmental Authority, and no Governmental Authority has withheld Entity or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinEntity, “nor to the Knowledge of Parent and the Sellers has any such suspension or debarment been threatened, proposed, or commenced. (d) No Government Contract” means Contract held by a Target Company or Target Subsidiary has been totally or partially terminated for default or for the convenience of the Government. (e) There exist no assignment of claims with respect to a Target Company’s or any prime contractTarget Subsidiary’s Government Contracts, subcontractwhether pursuant to the Assignment of Claims Act, purchase order41 U.S.C. 15, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement otherwise. (f) Neither the Target Companies nor any Target Subsidiary has been notified of any kind, between the Company or warranty claims relating to any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract. (g) No misstatement contained in schedules of U.S. Government-furnished equipment provided to any Governmental Entity under any Government Contract with any Target Company or Target Subsidiary is reasonably expected to have a Material Adverse Effect. (h) The rates and rate schedules submitted to Governmental Entities with respect to the Government Contracts with any Target Company or Target Subsidiary have been closed for all years prior to 2002.

Government Contracts. Except (i) The Seller represents that it is performing all Government Contracts in compliance with all applicable laws, regulations, executive orders, and contract-specific requirements, except for such non-compliance as described would not be reasonably likely to have a Material Adverse Effect. This representation includes both performance and compliance obligations agreed to by the Seller in its Government Contracts, whether those obligations are expressly stated in Seller's Government Contracts or incorporated into those Government Contracts by reference to the Registration StatementFederal Acquisition Regulation ("FAR"), Agency supplements to the Time of Sale Prospectus FAR, or other Agency acquisition regulations. This representation includes all Government Contracts entered into or performed by the Seller since its inception, and the Prospectus all active or expired Government Contract Bids. (ii) The Seller represents that it is not in default in the performance of any Government Contracts, except for such default as would not be reasonably be expected likely to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofand no termination for convenience, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains has been issued to the Seller with respect to any Government Contract; , nor has the Seller nor any employee of the Seller is (or has been at any time since inception of the Seller) suspended or debarred from doing business with the United States Government or has been declared non-responsible or ineligible for United States Government contracting. (iii) Except as disclosed on the Financial Statements, during the last five (5) neither years, the Company nor any of its subsidiaries Seller has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or not made any voluntary or mandatory disclosure in writing to any governmental body Governmental Body with respect to any material alleged irregularity, misstatementmisstatement or omission arising under or relating to a Government Contract or Government Contract Bid, significant overpayment has not received any official notice that it is or violation was being specifically audited (other than routine DCAA or similar audits) or investigated by the Government Accountability Office, any state or federal agency Inspector General, the contracting officer with respect to any Government Contract or the Department of law Justice (including any United States Attorney), and has not received any written notice of any outstanding claims against it arising under or relating to any Government Contract; Contract or any Prior Government Contract which have not been settled. (7iv) neither The Seller represents that no Government Contracts have funding limits which have been exceeded or which, in the Company nor reasonable judgment of the Seller's senior management based upon existing facts and the Seller's current standards and practices, are likely to be exceeded in order to complete the contract work. In the reasonable judgment of the Seller's senior management based upon existing facts and the Seller's current standards and practices, no Government Contracts that are fixed price contracts will be completed at a loss. Seller further represents that no money due to the Seller under any of its subsidiaries Government Contract has been withheld or set-off or has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted attempts to withhold or set set-off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, with respect to each Government Contract : (as defined below): (Aa) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; past three (3) years no governmental body material quantities of products delivered or prime contractor or subcontractor has notified services performed by the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to Subsidiaries under any Government Contract; Contract have been rejected by any Governmental Authority, or prime contractor or subcontractor (4at any tier) neither the Company nor any of its Subsidiaries has received any notice of as not complying with contract specifications or requirements, and no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject issued and remains unresolved; (b) no material amount due to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries has been withheld or set off by or on behalf of a Governmental Authority, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of with respect to any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract; (c) the Company and each of its Subsidiaries is in compliance with all obligations specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995); (d) to the Knowledge of the Company, no employee of the Company, or any of its Subsidiaries is (or during the last eighteen (18) months has been) under any administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to the conduct of the business of the Company or any of its Subsidiaries; (e) to the Knowledge of the Company, there is no pending material investigation by a Governmental Authority of the Company, any of its Subsidiaries, or any of its respective officers, employees or representatives, nor within the last three (3) years has there been any material investigation by a Governmental Authority of the Company or any of its Subsidiaries, or any of its respective officers, employees or representatives resulting in any finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or bid (other than routine audits); (f) during the last three (3) years, except as set forth on Section 3.20 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has made any voluntary disclosure in writing to any Governmental Authority with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or bid; (g) since January 1, 2001 neither the Company nor any Subsidiary has been suspended or debarred from bidding on contracts or subcontracts for or with any Governmental Authority; and (h) no suspension or debarment actions with respect any Government Contract have been commenced or, to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective officers, directors or employees.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company Neither Seller nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees Subsidiaries is or has been suspended or debarreddebarred (within the meaning of 48 C.F.R. Ch. 1, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company Section 52 or any similar foreign law, statute or regulation) from bidding on contracts or subcontracts with any Governmental Entity; to the knowledge of its subsidiariesSeller, as applicableno such suspension or debarment has been initiated or threatened; and the consummation of the transactions contemplated by this Agreement will not result in any such suspension or debarment that, individually or in writing the aggregate, is reasonably likely to have a Seller Material Adverse Effect (other than primarily by reason of any breach or violation the identity of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company Buyer). Neither Seller nor any of its Subsidiaries has received since January 1, 1993 been audited or investigated or is now being audited or, to Seller's knowledge, investigated by the U.S. Government Accounting Office, the U.S. Department of Defense or any notice of termination its agencies, the Defense Contract Audit Agency, the U.S. Department of Justice, the Inspector General of any U.S. Governmental Entity, any similar agencies or instrumentalities of any foreign Governmental Entity, or any prime contractor with a Governmental Entity nor, to Seller's knowledge, has any such audit or investigation been threatened that is reasonably likely, individually or in the aggregate, to have a Seller Material Adverse Effect. To Seller's knowledge, there is no valid basis for default(a) the suspension or debarment of Seller or any of its Subsidiaries from bidding on contracts or subcontracts with any Governmental Entity or (b) any claim pursuant to an audit or investigation by any of the entities named in the foregoing sentence that is reasonably likely, cure notice individually or show cause notice that remains unresolved and pertains in the aggregate, to any Government Contract; (5) neither the Company have a Seller Material Adverse Effect. Neither Seller nor any of its subsidiaries Subsidiaries has received any written agreements, contracts or oral notice of any audits commitments which require it to obtain or investigations that pertains to maintain a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or with any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractEntity.

Government Contracts. Except (i) as described in the Registration StatementWith respect to each Government Contract, the Time of Sale Prospectus and the Prospectus or (ii) except as would not reasonably be expected to have a Material Adverse EffectEffect on Raindance, with respect to each Government Contract (as defined below): (A) during the five years prior all representations and certifications executed, acknowledged or set forth in or pertaining to the date hereofsuch Governmental Contract were complete and correct in all material respects as of their effective date, (1) the Company and Raindance and each of its subsidiaries has Subsidiaries have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all such representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirementscertifications; (2B) since January 1, 2005, neither the Company United States Government nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)prime contractor, or, to the knowledge of the Company, current employees is subcontractor or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor other Person has notified the Company Raindance or any of its subsidiaries, as applicable, Subsidiaries in writing of that Raindance or any breach such Subsidiary has breached or violation of violated any applicable law that remains unresolved and pertains material certification, representation, clause, provision or requirement, pertaining to any such Government Contract; and (4C) neither the Company nor any of its Subsidiaries has received any notice of no termination for defaultconvenience, termination for Default, cure notice or show cause notice that remains unresolved and pertains is in effect as of the date hereof pertaining to any Government Contract; . (5ii) Except as would not reasonably be expected to have a Material Adverse Effect on Raindance, (A) to the Knowledge of Raindance, neither the Company Raindance nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company Subsidiaries nor any of its subsidiaries has conducted an internal investigation their respective personnel have been under administrative, civil or compliance reviewcriminal investigation, or made indictment or audit by any voluntary or mandatory disclosure to any governmental body Governmental Authority with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; (7B) neither the Company Raindance nor any of its subsidiaries Subsidiaries has been subject conducted or initiated any internal investigation or made a voluntary disclosure to the United States Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) C) neither the Company Raindance nor any of its subsidiaries is Subsidiaries nor, to the Knowledge of Raindance, any of their respective personnel have been suspended or debarred from doing business with the United States Government or is, or at any time has been, the subject to claims or disputes in excess of $250,000 as a result of a written finding of nonresponsibility or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any ineligibility for United States Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractcontracting.

Government Contracts. (a) Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2021: (i) each current Government Contract is in full force and effect, constitutes a legal, valid and binding agreement enforceable in accordance with its terms and was awarded in compliance with applicable Legal Requirements; (ii) the Acquired Companies and Seller and any of its Subsidiaries have complied, in all material respects, with the terms and conditions of each Government Contract and all Legal Requirements applicable to each Government Contract; (iii) the representations, certifications and warranties made by each Acquired Company and by Seller or any of its Subsidiaries in writing with respect to each Government Contract (were accurate, in all material respects, as defined below): (A) during the five years prior to the date hereof, (1) the of their respective effective dates and each Acquired Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts Seller or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries Subsidiaries has made any reasonably required updates to such representations, certifications and statements; (iv) all invoices and claims for payment, reimbursement or adjustment submitted by any Acquired Company or by Seller or any of its Subsidiaries in connection with any payments from any Governmental Authority pursuant to any Government Contract were current, accurate and complete in all material respects as of their respective submission dates; (v) no terminations for default or cause, cure notices, or “show cause” notices have been issued in writing to any of the Acquired Entities with respect to any Government Contract; (vi) there are no material outstanding claims, requests for equitable adjustment, audits, or disputes relating to any Government Contract; (viii) there have been no written document requests, subpoenas, search warrants or civil investigative demands addressed to any of the Acquired Companies or Seller or any of its Subsidiaries in connection with or related to any Government Contract; and (ix) there have been no written requests by a Governmental Authority for a contract price adjustment based on a claimed disallowance by an applicable Governmental Authority or claim of defective pricing relating to any Government Contract. (b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2021, none of the Acquired Companies or, to the extent related to the Business, Seller or any of its other Affiliates nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)directors, orofficers, to the knowledge of the Company, current agents or employees is or has been suspended or debarred, suspended, or proposed for debarment or suspension otherwise excluded from government contracting declared ineligible participation in the award of Government Contracts by any Governmental Authority. (c) Except as would not reasonably be expected to have, individually or determined non-responsible; (3) in the aggregate, a Material Adverse Effect, since January 1, 2021, no governmental body or prime contractor or subcontractor has notified the Acquired Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor Seller nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5i) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an or initiated any internal investigation or compliance reviewinvestigation, or made any a voluntary disclosure or mandatory disclosure to any governmental body under the Federal Acquisition Regulation mandatory disclosure provisions (48 C.F.R. § 52.203-13) or similar regulatory requirements with respect to any irregularity, alleged misstatement, significant overpayment or violation of law omission, arising under or relating to any Government Contract, or (ii) has received credible evidence of a violation of a federal criminal Legal Requirement involving the fraud, conflict of interest, bribery, or gratuity provisions found in Title 18 of the U.S. Code, a violation of the civil False Claims Act (31 U.S.C. §§ 3729-3733), or a significant overpayment, in connection with the award, performance, closeout, or receipt of any Government Contract. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2021, (i) all material costs charged to any Government Contract have been allowable, allocable, reasonable, and reimbursable in accordance with applicable cost principles and the terms of the underlying Government Contracts; (7ii) neither the no Acquired Company nor Seller nor any of its subsidiaries Subsidiaries has been subject submitted any certified cost or pricing data that was not current, accurate or complete in all material respects as of the certification date in connection with any Government Contract; (iii) no Governmental Authority has, to Seller’s Knowledge, threatened to assess against any Acquired Company or Seller or any of its Subsidiaries any material penalties, credits, or other similar contractual offsets pursuant to any performance-based Government Contract that contains service level arrangements or performance guarantees; (iv) none of the Acquired Companies nor Seller nor any of its Subsidiaries has sold a civil fraud law suit product or received service to any customer at a subpoena or civil investigative demand issued by price that would invoke any governmental body regarding “most favored customer” pricing provision under any Government Contract, except as in accordance with the terms of such Government Contract; and (8) neither v) each of the Company nor Acquired Companies and Seller and any of its subsidiaries is subject to claims or disputes Subsidiaries has maintained adequate systems of internal controls appropriate for the operations of the Business that are in excess compliance in all material respects with all relevant and applicable requirements of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractContracts.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to : (a) each Government Contract was legally awarded; (as defined below): b) no Government Contract or any offer, quotation, bid or proposal to sell any product or service offered by the Company or any of its Subsidiaries to any Governmental Entity or prime contractor or subcontractor to a Governmental Entity (Aa “Government Bid”) during is currently the five years prior to the date hereof, subject of bid or award protest proceedings; (1c) the Company and each of its subsidiaries has complied applicable Subsidiaries are in compliance with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (each such Government Contract or Government Bid, as applicable, including all representations clauses, provisions and certifications relating tolegal requirements incorporated expressly by reference or by operation of law therein; (d) each no event has occurred which would result in a breach or violation of any applicable legal requirement, representation, certification, disclosure, clause, provision or requirement pertaining to any such Government Contract and or Government Proposal, including compliance with accounting requirements; Bid; (2e) neither the Company applicable Governmental Entity nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariesapplicable Subsidiaries that it has, as applicableor is alleged to have, in writing of any breach breached or violation of violated any applicable law that remains unresolved and pertains legal requirement, representation, certification, disclosure, clause, provision or requirement pertaining to any Government Contract; Contract or Government Bid; (4f) neither none of the Company nor or any of its applicable Subsidiaries has made or been required to make any mandatory or voluntary disclosure to any Governmental Entity with respect to any alleged irregularity, misstatement, omission, fraud or price mischarging, or other violation of applicable legal requirement, arising under or relating to a Government Contract or Government Bid; (g) none of the Company or any of its applicable Subsidiaries has received any notice of termination for default, cure notice or notice, letter of concern, show cause notice, or other similar notice that remains unresolved pertaining to the performance of a Government Contract; (h) all pricing discounts under Government Contracts have been properly reported to and pertains credited to the customer and all invoices and claims for payment submitted in connection with any Government Contract; Contract were current, accurate and complete as of their submission date; (5i) neither each of the Company nor and its applicable Subsidiaries has established and maintained adequate internal controls for compliance with its Government Contracts; and (j) None of the Company or any of its subsidiaries applicable Subsidiaries, or any of their respective directors, officers or employees, is, or has received been, (i) debarred, suspended or excluded, or to the Knowledge of the Company, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any written Governmental Entity or oral notice doing business with any Governmental Entity or (ii) under audit, indictment or administrative, civil or criminal investigation, or the subject of any audits allegations of fraud, false claims or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation overpayments or compliance reviewactual “whistleblower” or qui tam lawsuits, or made any voluntary or mandatory disclosure to any governmental body in each case with respect to any irregularity, misstatement, significant overpayment alleged act or violation of law omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. (a) Except as set forth in Schedule 3.23(a) of the Seller Disclosure Letter, to the Knowledge of Sellers, (i) none of the Business Employees is or during the last three (3) years has been (except as described in the Registration Statementto routine security investigations) under administrative, the Time of Sale Prospectus and the Prospectus civil or criminal investigation, indictment or information by a U.S. Governmental Authority, (ii) as there is no pending audit or investigation by any U.S. Governmental Authority of the Conveyed Entities, the Business or any Business Employee with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract and (iii) since September 26, 2008 none of the Conveyed Entities has, and during the last three (3) years, to the Knowledge of Sellers, no prior owner of the Business has, made a voluntary disclosure with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract with respect to the Business, other than inquiries, audits and reconciliations that would not reasonably be expected to have result, individually or in the aggregate, in a Material Adverse Effect. Neither of the Sellers, with respect to each Government Contract (as defined below): (A) during the five years prior nor to the date hereof, (1) the Company and each Knowledge of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor Sellers any of the Business Employees, has made any intentional misstatement or omission in connection with any voluntary disclosure relating to the Conveyed Entities or the Business that has led to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (b) Except as set forth in Schedule 3.23(b) of the Seller Disclosure Letter, to the Knowledge of Sellers, there are no disputes between any Conveyed Entity or its subsidiaries nor Subsidiaries and a U.S. Governmental Authority under the Contract Disputes Act or any other federal statute or between Sellers and any of their respective Principals (as defined in 48 C.F.R. § 2.101)Affiliates and any prime contractor, or, to the knowledge of the Company, current employees is subcontractor or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law vendor arising under or relating to any such Government Contract with respect to the Business, except any such claim or dispute that would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect. (c) Except as set forth in Schedule 3.23(c) of the Seller Disclosure Letter, none of the Conveyed Entities and, to the Knowledge of Sellers, any of the Business Employees is (or during the last two years has been) suspended or debarred from doing business with a U.S. Governmental Authority or is (or during such period was) the subject of a finding of non-responsibility or ineligibility for U.S. Government contracting. (d) Except as set forth in Schedule 3.23(d) of the Seller Disclosure Letter, none of the Conveyed Entities and, to the Knowledge of Sellers, any of the Business Employees, has received written notice of a termination for default or convenience, cure notice, or show cause notice from any U.S. Governmental Authority with respect to performance by the Company as a subcontractor of any portion of the obligation of a Government Contract; . (7e) neither Except as set forth in Schedule 3.23(e) of the Company nor Seller Disclosure Letter, (i) the representations, certifications, and warranties made by the Conveyed Entities and, to the Knowledge of Sellers, any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding the Business Employees, in any Government Contract; , were accurate in all material respects as of their effective date, and Conveyed Entities and, to the Knowledge of Sellers, Business Employees have complied in all material respects with all such representations, certifications and warranties, (ii) no past performance evaluation received by Sellers, the Conveyed Entities and, to the Knowledge of Sellers, any of the Business Employees, with respect to any such Government Contract has set forth a default or other failure to perform thereunder or termination or default thereof, and (8) iii) Conveyed Entities and, to the Knowledge of Sellers, the Business Employees, have complied in all material respects with all terms and conditions of any Government Contract. (f) Except as set forth in Schedule 3.23(f) of the Seller Disclosure Letter, neither Sellers, the Company nor Conveyed Entities, any of its subsidiaries is subject their Subsidiaries, nor to claims the Knowledge of Sellers, any of the Business Employees, are aware of any facts or disputes in excess circumstances that are reasonably likely to give rise to the revocation of $250,000 any security clearance of the Seller, the Conveyed Entities, or any of the Business Employees, either prior to or as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used transactions contemplated herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except (a) The Company has provided to Parent a true and correct list of (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreementagreement or arrangement, joint venture agreement, strategic alliance agreementventure, basic ordering agreement, pricing agreement, letter contract, grant, subgrant cooperative agreement or other similar written arrangement of any kindkind in excess of $75,000, between the Company or any of its subsidiaries, on the one hand, and (A) any governmental body or Governmental Entity, (B) any prime contractor of a Governmental Entity in its capacity as a prime contractor or (C) any subcontractor (at any tier) of any governmental bodytier with respect to a contract with a Governmental Entity if such subcontractor is acting in its capacity as a subcontractor, on the other hand. As used hereinhand (each, a “Government Proposal” means a bidContract”) that, quotein each case, tender, is in effect as of the date of this Agreement and (ii) any offer to sell made by the Company or proposal whichany of its subsidiaries prior to the Closing Date that, if accepted, would result in a Government ContractContract and for which an award has not been issued 30 days or more prior to the date of this Agreement (each, a “Government Bid”). (i) The Company and each of its subsidiaries has fully complied, in all material respects, with the terms and conditions of each Government Contract and Government Bid to which it is a party, (ii) the Company and each of its subsidiaries has complied in all material respects with all requirements of any Law pertaining to such Government Contract or Government Bid, (iii) all representations and certifications made by the Company or any of its subsidiaries with respect to such Government Contract or Government Bid were accurate, current and complete in all material respects as of their effective date, (iv) neither the Company nor any of its subsidiaries is in violation, or currently alleged to be in violation, in any material respect, of the False Statements Act, as amended; the False Claims Act, as amended; or any other federal requirement relating to the communication of false statements or submission of false claims to a Governmental Entity and (v) no termination or default notice, cure notice or show-cause notice has been issued to the Company or any of its subsidiaries and remains unresolved, and the Company has no knowledge of any plan or proposal of any entity to issue any such notice. (i) To the Company’s knowledge, no employee, consultant or agent of the Company or any of its subsidiaries is (or during the last five years has been) under administrative, civil or criminal investigation or indictment by any Governmental Entity with respect to the conduct of the business of the Company or any of its subsidiaries, (ii) to the Company’s knowledge, there is no pending audit or investigation of the Company, any of its subsidiaries or any of their respective officers, employees or representatives, nor, within the last five years, has there been any audit or investigation of any of them resulting in an adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, (iii) during the last five years, neither the Company nor any of its subsidiaries has made any voluntary disclosure in writing to any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to a Governmental Contract or Government Bid that has led to any of the consequences set forth in this Section 4.25(c) or any other material damage, penalty assessment, recoupment of payment or disallowance of cost and (iv) Section 4.25(c) of the Company Disclosure Schedule sets forth a list of the audits and investigations of the Company, its subsidiaries and their respective officers, employees and representatives conducted during the last five years, including who conducted the audit, the purpose thereof, the date on which the audit was completed and any audit results provided to the Company or any of its subsidiaries. (d) There are (i) no outstanding written claims against the Company, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Bid, and (ii) to the Company’s knowledge, no outstanding disputes (A) between the Company or any of its subsidiaries, on the one hand, and any Governmental Entity, on the other hand, under the Contract Disputes Act or any other Federal statute or (B) between the Company or any of its subsidiaries, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract or Government Bid. (e) None of the Company or any of its subsidiaries was a party to any Government Contract prior to January 1, 2005. (f) None of the Government Contracts are subject to termination by a Governmental Entity as a result of the consummation of the transactions contemplated by this Agreement.

Government Contracts. Except (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract and Government Bid: (i) each of the Company and its Subsidiaries has complied in all material respects with applicable Law; (ii) the representations, warranties and certifications made therein by the Company or its Subsidiaries were true and correct in all material respects as defined below): of their effective date; (A) during the five years prior to the date hereof, (1iii) the Company and each of its subsidiaries has Subsidiaries have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each such Government Contract and Government Proposal, including compliance with accounting requirementsBid; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4iv) neither the Company nor any of its Subsidiaries has received any notice of termination written adverse or negative government past performance evaluation or rating for defaultthe past three (3) years; (v) there is no suspension, stop work order, cure notice or show cause notice in effect for such Government Contract nor has the Company received any such written notice; and (vi) the Company and its Subsidiaries have implemented policies, procedures, and training programs reasonably designed to ensure compliance with clauses (i) and (iii), in each case if appropriate in the light of current Government Contracts. (b) Except as set forth in Section 3.20(b) of the Disclosure Letter, to the Knowledge of the Company, there is no: (i) civil fraud or criminal investigation, indictment, writ of information or audit of the Company or any of its Subsidiaries by any Governmental Authority with respect to any alleged or potential violation of applicable Law regarding any Government Contract or Government Bid; or (ii) contracting officer’s decision or legal proceeding by which a Governmental Authority claims that remains unresolved the Company or any of its Subsidiaries is liable to such Governmental Authority, or termination of a Government Contract by a Governmental Authority, in either case, in respect of or for any breach or violation of, or default under, any Government Contract, or claim or request for equitable adjustment by the Company or any of its Subsidiaries against a Governmental Authority in an amount in excess of $1,000,000. (c) Except as set forth in Section 3.20(c) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has made a voluntary disclosure or other notification to any Governmental Authority related to any suspected, alleged or possible violation of a contract requirement or applicable Law, any apparent or alleged irregularity, misstatement or omission arising under or relating to a Government Contract or otherwise. To the Knowledge of the Company, there are no facts that require such a disclosure. (d) To the Knowledge of the Company, there are no material claims or disputes by or between the Company or any of its Subsidiaries, on the one hand, and pertains any Governmental Authority or any prime contractor, subcontractor or vendor therefor, on the other hand, relating to any Government Contract; . (5e) To the Knowledge of the Company, (i) neither the Company nor any of its subsidiaries Subsidiaries has received undergone or is currently undergoing any written internal or oral notice external audit, review, inspection, investigation, survey or examination of records relating to any audits or investigations that pertains to a Government Contract; Contracts, other than in the ordinary course of business, and (6ii) since January 1, 2014, neither the Company nor any of its subsidiaries Subsidiaries has conducted an internal received written notice of, or undergone any investigation or review relating to, any noncompliance, misconduct, violation or breach regarding any Government Contract, other than in the ordinary course of business. (f) The Company and its Subsidiaries and their respective employees possess all security clearances necessary to perform the Government Contracts, and all such security clearances are valid and in force and effect. To the Knowledge of the Company, there are no facts or circumstances that would reasonably be expected to result in the suspension or termination of such security clearances or that would reasonably be expected to render the Company, any of its Subsidiaries or their respective employees ineligible for such security clearances in the future. The Company and its Subsidiaries are in compliance reviewin all material respects with all security measures required by Government Contracts. (g) Neither the Company nor any of its Subsidiaries nor any of their respective directors, executives or employees, nor, to the Knowledge of the Company, any of their respective representatives or agents, in connection with the performance of the duties for, or made on behalf of, the Company or any voluntary of its Subsidiaries (i) is debarred or mandatory disclosure to suspended, or, since January 1, 2013, has been proposed for suspension or debarment from bidding on any governmental body with respect to any irregularityGovernment Contract, misstatementdeclared nonresponsible or ineligible, significant overpayment or violation otherwise excluded from participation in the award of law arising under or relating to any Government Contract; (7ii) has made any payments or used any funds to influence any transaction in violation in any material respect of applicable Law; (iii) has used any corporate or other funds or given anything of value for unlawful gratuities, contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds, in each case in violation in any material respect of any applicable Law; (iv) has made any bribe, unlawful rebate, unlawful payoff, influence payment, kickback or other unlawful payment of any nature; or (v) violated any applicable export control, money laundering or anti−terrorism Law in any material respect, nor have any of them otherwise taken any action which would cause the Company or any of its Subsidiaries to be in violation in any material respect of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable Law of similar effect. (h) As of the date hereof, neither the Company nor any of its subsidiaries Subsidiaries has been subject any outstanding Government Bid that, to the Knowledge of the Company, was, as of the date such Government Bid was made, reasonably expected to result in a civil fraud law suit loss to the Company or received a subpoena its Subsidiaries if accepted or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither awarded. Neither the Company nor any of its subsidiaries Subsidiaries is subject a party to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authorityany Government Contract that, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither Knowledge of the Company nor any Company, was, as of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued date entered into by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would reasonably expected to result in a loss to the Company or its Subsidiaries. (i) To the Knowledge of the Company, as of the date of this Agreement, all Intellectual Property delivered under a Government Contract has been properly and sufficiently marked and protected so that no more than the minimum rights or licenses required under applicable regulations and the terms of such Government Contract, if any, have been provided. To the Knowledge of the Company, all personal property, equipment or fixtures supplied, loaned, bailed or otherwise furnished to the Company or any of its Subsidiaries by or on behalf of any Governmental Authority has been properly accounted for and has been, or will be, returned or otherwise disposed of in accordance with the instructions of the relevant Governmental Authority.

Government Contracts. Except (iSection 3.25(a) as described in of the Registration StatementDisclosure Schedule sets forth a true, the Time correct and complete list of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract related to the Business that is currently in effect or which remains open to audit periods. (as defined below): (Aa) during Section 3.25(b) of the five years Disclosure Schedule sets forth a true, correct and complete list of each outstanding bids of the Business, including Government Bids, for which an award has not been issued prior to the date hereof. (b) Except as set forth in Section 3.25(c) of the Disclosure Schedule, (1i) the Company and each of its subsidiaries Seller has complied in all material respects with all laws, regulations applicable Laws applicable and requirements applicable pertaining to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and each Government Proposal, including compliance with accounting requirementsBid related to the Business; (2ii) neither the Company nor all facts set forth in or acknowledged by Seller in any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)disclosure statements, orrepresentations, to the knowledge of the Company, current employees is warranties or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains certifications made by Seller with respect to any Government ContractContract or Government Bid related to the Business were correct, current and complete as of their submission date; (4iii) neither the Company nor any of its Subsidiaries has received any notice of no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries is currently in effect, has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewbeen issued, or made any voluntary or mandatory disclosure to any governmental body has been threatened, with respect to any irregularityGovernment Contract or Government Bid related to the Business; (iv) no material cost incurred or invoice rendered by Seller pertaining to any Government Contract related to the Business is currently being questioned or challenged by any Governmental Authority or any other Person, misstatementhas been disallowed (and Seller has no reason to believe that any cost or invoice will be disallowed) by any Governmental Authority or, significant overpayment to the Knowledge of Seller, has been or violation now is, the subject of law an investigation; (v) no material amount of money due to Seller, under any Government Contract or Government Bid related to the Business has been withheld or set off or been threatened to be withheld or set off nor has any claim been made to withhold or set off money; and (vi) all invoices and claims, including requests for progress payments and provisional cost payments, submitted by Seller to any Governmental Authority with respect to any Government Contract or Government Bid related to the Business were correct and complete in all material respects as of their submission date. (c) Except as set forth in Section 3.25(d) of the Disclosure Schedule, there have not been and there currently do not exist (i) any outstanding claims or requests for equitable adjustment against Seller by any Governmental Authority or by any prime contractor, higher or lower tier subcontractor, vendor or other third party arising under or relating to any Government ContractContract or Government Bid; (7ii) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or material outstanding disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSeller, on the one hand, and any governmental body Governmental Authority, or between Seller, on the one hand, and any prime contractor contractor, higher or subcontractor (at any tier) of any governmental bodylower tier subcontractor, vendor or other third party, on the other hand. As used herein, “arising under or relating to any Government Proposal” means a bid, quote, tender, offer Contract or proposal Government Bid related to the Business and (iii) no fact exists which, if acceptedto the Knowledge of Seller, would be reasonably likely to result in a material dispute in the future. (d) Except as set forth in Section 3.25(e) of the Disclosure Schedule, neither Seller nor its respective managers, directors or officers, employees, consultants or agents is, or has been, debarred, suspended or excluded from participation in, or the award of, Contracts or doing business with any Governmental Authority. To the Knowledge of Seller, no circumstances exist that would reasonably be expected to warrant debarment or suspension of ineligibility in connection with any Governmental Contract of Government ContractBid. (e) Except as set forth in Section 3.25(f) of the Disclosure Schedule, Seller’s cost accounting system and procurement systems and the associated entries reflected in Seller’s financial records with respect to the Government Contracts and Government Bids are in compliance in all material respects with applicable Laws and regulations.

Government Contracts. (a) Except (i) as described set forth in Section 4.19 of the Registration Statement, the Time of Sale Prospectus Disclosure Schedule and the Prospectus or (ii) except as would not in the aggregate reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofand every government contract and subcontract under a government contract, (1collectively "GOVERNMENT CONTRACT") of the Company and its Subsidiaries: (i) the Company and each of its subsidiaries has Subsidiaries have complied in all respects with all lawsmaterial terms, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all conditions, representations and certifications relating toof each government contract and proposal submitted for any such government contract; (ii) each Government Contract the Company and Government Proposalits Subsidiaries have complied in all respects with all requirements of all applicable Laws or agreements, including compliance with but not limited to, the cost accounting requirementsstandards and cost principles, pertaining to each government contract and proposal submitted for any such government contract; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3iii) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect or threatened pertaining to any Government Contractgovernment contract and proposal submitted for any such agreement contract; and (5iv) no Governmental Entity has provided the Company or its Subsidiaries with written notice of any cost incurred by the Company and its Subsidiaries pertaining to such government contract which has been questioned, challenged or disallowed or has been the subject of any investigation. (b) Except as set forth in Section 4.19 of the Disclosure Schedule, (i) neither the Company nor or its Subsidiaries nor, to the best knowledge of the Company, any of their directors, officers, employees, consultants or agents engaged in the business of the Company or its subsidiaries Subsidiaries is (or during the last six years has received any written been) under administrative, civil or oral criminal investigation, notice of proposed debarment or suspension, indictment or information or equivalent official governmental charge or allegation by any audits Governmental Entity or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body other Person with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission or other matter arising under or relating to any Government Contract; government contract or proposal submitted for any such government contract and (7ii) neither except as would not in the aggregate reasonably be expected to have a Material Adverse Effect, there is no irregularity, misstatement or omission or other matter arising under or relating to any government contract or proposal therefore that has led or could reasonably be expected to lead, either before or after the Effective Time, to any of the consequences set forth in clause (i) of this sentence. (c) Except as set forth in Section 4.19 of the Disclosure Schedule and except as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company, there exist (i) no outstanding claims, requests for equitable adjustment, audits, disputes or other contractual action for relief against the Company nor any of and its subsidiaries has been subject to a civil fraud law suit Subsidiaries, either by the U.S. Government or received a subpoena or civil investigative demand issued by any governmental body regarding prime contractor, subcontractor, vendor or other person, arising under or relating to any Government Contract; government contract, performance of any government contract or otherwise, and (8) neither the Company nor ii) no settlement, compromise or similar agreements waiving, releasing or abandoning any claim, entitlement, right or defense of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or its Subsidiaries relating to the U.S. Government, any subsidiary under any Government Contract; prime contractor, subcontractor, vendor or other person. 17 (d) Except as set forth in Section 4.19 of the Disclosure Schedule and (B) neither the Company nor any of its subsidiaries holds a facility security clearance except as defined in the National Industrial Security Program Operating Manual aggregate would not reasonably be expected to have a Material Adverse Effect, no government contract contains Organization Conflict of Interest (DoD 5220.22-M"OCI") or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant clauses or other similar written arrangement of any kind, between the Company provisions that might restrict or preclude Parent or any of its subsidiaries, on the one hand, and affiliates from supplying products or services to any governmental body Governmental Entity or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractsupplier thereto.

Government Contracts. (a) Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on the Company, (i) each Government Contract for which the period of performance has not been completed or for which final payment has not been received is a valid and binding obligation of the Company or its Subsidiaries and, to the Company’s knowledge, of each other party thereto and, to the Company’s knowledge, is in full force and effect and enforceable in accordance with its terms and conditions, and (ii) to the Company’s knowledge, no Government Contract is currently the subject of bid protest proceedings. (b) To the Company’s knowledge and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, at all times since January 1, 2020, (A) the Company and its Subsidiaries, as applicable, have complied with the terms and conditions of each Government Contract and all Laws applicable to each Government Contract, including all clauses, provisions and requirements incorporated expressly by reference; (B) the representations and certifications made by the Company or its Subsidiaries, as applicable, with respect to each Government Contract and Government Bid were accurate, in all material respects, as of their respective effective dates and the Company or its Subsidiaries, as applicable, have complied with all such representations, certifications, disclosures and warranties; and (C) no cure notices, letters of concern or show cause notices have been received in writing by the Company or any Subsidiary with respect to any Government Contract. (c) Since January 1, 2020, except as defined below): has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company (Ai) during all invoices and claims for payment, reimbursement or adjustment, including requests for progress payments and provisional payments, submitted or on behalf of the five years prior to the date hereofCompany or any of its Subsidiaries in connection with a Government Contract were current, accurate and complete as of their applicable submission dates; (1ii) the Company and each of its subsidiaries has complied with all lawsSubsidiaries have, regulations and requirements to the extent required by applicable to Government Contracts or Government Proposals (as defined below) Laws and the terms of their Government Contracts, maintained systems of internal controls, including quality control systems, cost accounting systems, estimating systems, purchasing systems, proposal systems, billing systems and conditions material management systems, that are in compliance with all requirements of such Government Contracts; (including all representations iii) no Governmental Entity or other Person has notified the Company or any of its Subsidiaries in writing or, to the knowledge of the Company, orally of any breach or violation of any applicable Law that pertains to any Government Contract; and certifications relating to(iv) each no Government Contract and Government Proposalhas been terminated for default. (d) Since January 1, including compliance with accounting requirements; (2) 2020, neither the Company nor any of its subsidiaries Subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or ) has been suspended or debarred, or suspended, proposed for debarment or suspension otherwise excluded from participation in the award of government contracting declared ineligible contracts (excluding ineligibility to bid on certain contracts due to generally-applicable bidding requirements). (e) Except as would not be reasonably expected to be, individually or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified in the aggregate, material to the Company or any of and its subsidiariesSubsidiaries, taken as applicablea whole, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; since January 1, 2020, (4i) neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral notice of termination for defaultany non-routine audit, cure notice review, inspection, survey, examination of records or show cause notice investigation by any Governmental Entity that remains unresolved and pertains to any a Government Contract; (5ii) neither the Company nor any of its subsidiaries Subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure (or been required to make such a disclosure) to any governmental body Governmental Entity with respect to any irregularity, misstatement, significant overpayment or violation of law Law arising under or relating to any Government ContractContract or Government Bid; (7iii) neither the Company nor any of its subsidiaries Subsidiaries has been subject to represented itself as a civil fraud law suit small business concern, a small disadvantaged business, a service-disabled, veteran-owned small business concern, a veteran-owned small business concern, a women-owned business concern, a “protégé” under a mentor-protégé agreement or program, a Historically Underutilized Business Zone small business concern, or a participant in the program established under Section 8(a) of the Small Business Act, as defined by the relevant Small Business Administration regulations or received a subpoena Government Contract or civil investigative demand issued by any governmental body regarding any Government Contractbenefit restricted to Persons having such status; and (8) neither iv) there have been no actual or, to the knowledge of the Company, threatened disputes, claims, requests for equitable adjustments, action or proceedings asserted by or against a Governmental Entity or other Persons pertaining to a Government Contract or Government Bid. (f) Neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and Subsidiaries (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement their respective employees acting on behalf of any kind, between the Company or any of its subsidiaries, on Subsidiaries) currently hold any facility or personnel security clearances or national industrial security authorizations or accreditations that are necessary to conduct the one hand, business of the Company and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractits Subsidiaries as currently being conducted.

Government Contracts. (a) Except (i) as described in where the Registration Statement, the Time of Sale Prospectus and the Prospectus following matters have not had or (ii) as would not be reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, with respect to each Executory Government Contract Contracts or outstanding Bids to which the Company or any of its Subsidiaries is a party (as defined below): (A) during the five years prior to the date hereof, (1i) the Company and each of its subsidiaries Subsidiaries has complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of such Government Contract or Bid, (including ii) the Company and each of its Subsidiaries has complied in all material respects with all requirements of statute, rule, regulation, order or agreement with the U.S. Government pertaining to such Government Contract or Bid, (iii) the Company and each of its Subsidiaries has complied in all material respects with all representations and certifications relating to) each executed, acknowledged or set forth in such Government Contract or Bid, (iv) as of the date hereof, the U.S. Government has not notified the Company or any of its Subsidiaries, in writing, that the Company or any of its Subsidiaries has breached or violated any statute, rule, regulation certification, representation, clause, provision or requirement pertaining to such Government Contract or Bid, and (v) as of the date hereof, no termination for default has been received by the Company, and no cure notice or show cause notice has been received by the Company and not resolved or cured pertaining to such Government ProposalContract or Bid. (b) To the knowledge of the Company, including compliance with accounting requirements; (2i) neither the Company nor any of its subsidiaries nor any of their respective Principals Subsidiaries is (as defined in 48 C.F.R. § 2.101)or for the last three years has been) under administrative, orcivil or criminal investigation, to the knowledge of the Company, current employees is indictment or has been suspended or debarredinformation, or proposed for debarment audit (other than routine contract audits) or suspension from government contracting declared ineligible internal investigation, indictment or determined non-responsible; information, or audit (3other than routine contract audits) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains internal investigation with respect to any alleged irregularity, misstatement or omission arising under or relating to its performance under any material Government Contract; Contract or Bid, (4ii) neither the Company nor any of its Subsidiaries has received any notice made a Voluntary Disclosure pursuant to the Department of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Defense Fraud Voluntary Disclosure Program with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to its performance under any material Government Contract; Contract or Bid that has led or could lead, either before or after the Closing Date, to any of the consequences set forth in (7i) neither or (ii) above or any other damage, penalty assessment, recoupment of payment or disallowance of cost, except the imposition of which would not be reasonably expected to have a Company Material Adverse Effect. (c) Neither the Company, nor any of its Subsidiaries is (or at any time during the last three years has been) suspended or debarred from doing business with the U.S. Government or has been declared nonresponsible or ineligible for U.S. Government contracting. Neither the Company nor any of its subsidiaries has Subsidiary has, within the past three years, been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary terminated for default under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except In connection with the business of the Company and its Subsidiaries: (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract and Government Subcontract, since January 1, 2006: (i) each of the Company, its Subsidiaries and their respective Affiliates have complied in all material respects with the terms and conditions of such Government Contract or Government Subcontract, including all clauses, provisions and requirements incorporated expressly, by reference, or by operation of Law therein; (ii) each of the Company, its Subsidiaries and their respective Affiliates that are presently responsible (as defined below): in the Federal Acquisition Regulation, 48 CFR Parts 1-53 (Athe “FAR”)) during have complied in all material respects with all applicable Laws or agreements pertaining to such Government Contract or Government Subcontract, including, where applicable, the five years prior Federal Information Security Management Act of 2002, 44 U.S.C. § 3541 (and its implementing regulations), the Truth in Negotiations Act of 1962, as amended, the Service Contract Act of 1965, as amended, the Office of Federal Procurement Policy Act, 41 USC 423, as amended, the federal criminal bribery and gratuity laws, 18 USC 201, as amended, the FAR and the Company’s Cost Accounting Standards disclosure statement, if any; (iii) all representations and certifications of the Company and its Subsidiaries executed, acknowledged or set forth in or pertaining to such Government Contract or Government Subcontract were true, complete and correct in all material respects as of their effective date and each of the Company, its Subsidiaries and their respective Affiliates have complied in all material respects with all such representations and certifications; (iv) no Governmental Authority or any prime contractor, subcontractor or other Person has notified the Company, its Subsidiaries or any of their respective Affiliates, either in writing or to the date hereofKnowledge of the Company, orally, that the Company, its Subsidiaries or any such Affiliate has breached or violated any enactment, certification, regulation, representation, clause, provision or requirement pertaining to such Government Contract or Government Subcontract; (v) no termination for convenience, termination for default, cure notice, show cause notice, or stop work order is currently in effect pertaining to such Government Contract or Government Subcontract; (vi) to the Knowledge of the Company, no material claim for costs incurred by the Company, its Subsidiaries or any of their respective Affiliates pertaining to such Government Contract or Government Subcontract has been challenged in writing, is the subject of any investigation (other than in connection with a routine audit) or has been disallowed by any Governmental Authority; and (vii) no material money due to the Company or any of its Subsidiaries pertaining to such Government Contract or Government Subcontract has been withheld, reduced or set off, and no material claim has been made to withhold or set off money and, to the Knowledge of the Company, the Company and its Subsidiaries are entitled to all progress payments received with respect thereto. (b) None of the Company, its Subsidiaries or any of their respective Affiliates and, to the Knowledge of the Company, none of their respective directors, officers, employees, consultants or agents are, or since January 1, 2006 have been, under or received any notice of any planned or threatened administrative, civil or criminal investigation, indictment or information by any Governmental Authority or any audit or investigation by the Company, its Subsidiaries or any of their respective Affiliates with respect to any alleged act or omission arising under or relating to any Government Contract or Government Subcontract and since January 1, 2006, none of the Company, its Subsidiaries or any of their respective Affiliates has conducted or initiated any internal investigation (other than an informal investigation that was resolved without the need for further action) or made a voluntary disclosure to any Governmental Authority with respect to any actual or suspected violation of Law arising under or relating to a Government Contract or Government Subcontract. (c) There are no, and since January 1, 2006 there have not been any, (i) outstanding claims against the Company, its Subsidiaries or any of their respective Affiliates, either by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (ii) disputes between the Company, its Subsidiaries or their respective Affiliates, on the one hand, and the United States government, on the other hand, under the Contract Disputes Act of 1978, 41 USC 601-613, as amended, or any other U.S. federal statute or between the Company, its Subsidiaries and their respective Affiliates, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract or Government Subcontract. None of the Company, its Subsidiaries and their respective Affiliates have any direct financial interest in any pending or potential claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract. (d) Since January 1, 2006, (i) none of the Company, its Subsidiaries or any of their respective Affiliates and, to the Knowledge of the Company, none of their respective directors, officers, employees, consultants or agents have been debarred or suspended from participation in the award of Contracts with any Governmental Authority, (ii) to the Knowledge of the Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, its Subsidiaries or any of their respective Affiliates, or any director, officer or employee of the Company, its Subsidiaries or any of their respective Affiliates and (iii) the Company’s and its Subsidiaries’ cost accounting and procurement systems and the associated entries reflected in the Company’s financial statements included in the Filed Company SEC Reports with respect to the Government Contracts and Government Subcontracts have been in compliance in all material respects with applicable Laws. (e) To the Knowledge of the Company, no statement, representation or warranty made by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with any Government Contract or Government Subcontract or to another party where the ultimate contracting party is a Governmental Authority contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. (f) None of the Company, its Subsidiaries or any of their respective Affiliates are in possession of any material property owned by any Governmental Authority, including test equipment, provided under, necessary to perform the obligations under or for which the Surviving Corporation could be held accountable under the Government Contracts and the Government Subcontracts. (g) The Company and its Subsidiaries have all of the facility and personnel security clearances reasonably necessary to conduct the business of the Company and its Subsidiaries as currently conducted. To the Knowledge of the Company, (i) the Company and each of its subsidiaries has complied Subsidiaries are in compliance in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposalnational security obligations, including compliance with accounting requirements; those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101January 1995), oras amended, and there are no facts or circumstances that would reasonably be expected to result in the knowledge suspension or termination of the Company, current employees is such clearances or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified that would reasonably be expected to render the Company or any of its subsidiariesSubsidiaries ineligible for such security clearances in the future; and (ii) the Company and each of its Subsidiaries are in compliance in all material respects with all security measures required by the Government Contracts, as applicable, in writing of any breach the Government Subcontracts or violation of any applicable law that remains unresolved Laws. (h) To the Knowledge of the Company, (i) the Company and pertains each of its Subsidiaries have complied in all material respects with all timekeeping/time recordation requirements, if and as applicable to any the Government Contract; Contracts and the Government Subcontracts, and (4ii) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice knowledge of any audits facts or investigations circumstances that pertains would reasonably be expected to a Government Contract; (6) neither result in an investigation by the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither U.S. government based upon the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued failure by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries to comply with such applicable timekeeping/time recordation requirements. (i) If and to the extent that the contingent fee prohibitions of FAR subpart 3.4 were applicable to the Company in any Government Contract, on to the one handKnowledge of Company, and no payments in violation of the contingent fee prohibitions were made to any governmental body Person. (j) To the Knowledge of the Company, (i) all “commercial computer software” (as defined in 2.101 of FAR) provided by the Company or any prime contractor Subsidiary to a Governmental Authority has been developed at private expense and (ii) products delivered by the Company or subcontractor (at any tier) of any governmental body, on Subsidiary to the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result Governmental Authority in connection with a Government ContractContract or Government Subcontract have been limited to “commercial items” (as defined in 2.101 of FAR).

Government Contracts. Except In connection with the business of the Company and its Subsidiaries: (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofand Government Subcontract, since January 1, 2003, (1i) the Company and each of the Company, its subsidiaries has Subsidiaries and their respective Affiliates have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract or Government Subcontract, including all clauses, provisions and requirements incorporated expressly, by reference, or by operation of Law therein; (including ii) each of the Company, its Subsidiaries and their respective Affiliates have complied in all material respects with all applicable Laws or agreements pertaining to such Government Contract or Government Subcontract, including, where applicable, the Truth in Negotiations Act and the Company’s Cost Accounting Standards disclosure statement, if any; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Subcontract were complete and Government Proposalcorrect as of their effective date and each of the Company, including compliance its Subsidiaries and their respective Affiliates have complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company no Governmental Entity nor any of prime contractor, subcontractor or other Person has notified the Company, its subsidiaries nor Subsidiaries or any of their respective Principals Affiliates, either in writing or orally, that the Company, its Subsidiaries or any such Affiliate has breached or violated any enactment, certification, regulation, representation, clause, provision or requirement pertaining to such Government Contract or Government Subcontract; (as defined v) no termination for convenience, termination for default, cure notice, show cause notice, or stop work order is currently in 48 C.F.R. § 2.101), or, effect pertaining to such Government Contract or Government Subcontract; (vi) to the knowledge Knowledge of the Company, current employees no claim for costs incurred by the Company, its Subsidiaries or any of their respective Affiliates pertaining to such Government Contract or Government Subcontract has been challenged in writing, is the subject of any investigation (other than in connection with a routine audit) or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; disallowed by any Governmental Entity and (3vii) no governmental body or prime contractor or subcontractor has notified money due to the Company or any of its subsidiariesSubsidiaries pertaining to such Government Contract or Government Subcontract has been withheld, as applicablereduced or set off nor has any claim been made to withhold or set off money and, in writing to the Knowledge of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company, the Company nor and its Subsidiaries are entitled to all progress payments received with respect thereto. (b) None of the Company, its Subsidiaries or any of its Subsidiaries their respective Affiliates nor, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants or agents is, or since January 1, 2003 has been, under or received any notice of termination for defaultany planned or threatened administrative, cure notice civil or show cause notice that remains unresolved and pertains to criminal investigation, indictment or information by any Government Contract; (5) neither Governmental Entity or any audit or investigation by the Company nor Company, its Subsidiaries or any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body their respective Affiliates with respect to any irregularity, misstatement, significant overpayment alleged act or violation of law omission arising under or relating to any Government Contract; (7) neither Contract or Government Subcontract and since January 1, 2003, none of the Company nor any of Company, its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company Subsidiaries or any of their respective Affiliates has conducted or initiated any internal investigation (other than an informal investigation that was resolved without the need for further action) or made a voluntary disclosure to any Governmental Entity with respect to any actual or suspected violation of Law arising under or relating to a Government Contract or Government Subcontract. (c) There are (i) no outstanding claims against the Company, its subsidiariesSubsidiaries or any of their respective Affiliates, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (ii) no disputes between the Company, its Subsidiaries or their respective Affiliates, on the one hand, and the United States government, on the other hand, under the Contract Disputes Act or any other U.S. federal statute or between the Company, its Subsidiaries and their respective Affiliates, on the one hand, and any governmental body prime contractor, subcontractor or any prime contractor or subcontractor (at any tier) of any governmental bodyvendor, on the other hand, arising under or relating to any Government Contract or Government Subcontract. As used hereinNone of the Company, “its Subsidiaries and their respective Affiliates has any direct financial interest in any pending or potential claim against any Governmental Entity or any prime contractor, subcontractor or vendor arising under or relating to any Government Proposal” means a bidContract or Government Subcontract. (d) Since January 1, quote2003, tender(i) none of the Company, offer its Subsidiaries or proposal whichany of their respective Affiliates has been debarred or suspended from participation in the award of Contracts with any Governmental Entity; (ii) to the Knowledge of the Company, if acceptedthere exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, would result its Subsidiaries or any of their respective Affiliates, or any director, officer or employee of the Company, its Subsidiaries or any of their respective Affiliates and (iii) the Company’s and its Subsidiaries’ cost accounting and procurement systems and the associated entries reflected in the Company’s financial statements included in the Filed Company SEC Reports with respect to the Government Contracts and Government Subcontracts have been in compliance in all material respects with applicable Laws. (e) Since January 1, 2003, (i) all test and inspection results provided by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Entity pursuant to any Government Contract or Government Subcontract or to any other Person pursuant to a Government ContractContract or Government Subcontract or as a part of the delivery to any Governmental Entity or other Person pursuant to a Government Contract or Government Subcontract of any article designed, engineered, manufactured or repaired by the Company, its Subsidiaries or any of their respective Affiliates were complete and correct in all material respects as of the date so provided and (ii) the Company and its Subsidiaries have provided all test and inspection results to any Governmental Entity or to any other Person pursuant to a Government Contract or Government Subcontract as required by applicable Law and the terms of the applicable Government Contract or Government Subcontract. (f) To the Company’s Knowledge, no statement, representation or warranty made by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Entity in connection with any Government Contract or Government Subcontract or to another party where the ultimate contracting party is a Governmental Entity contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. (g) None of the Company, its Subsidiaries or any of their respective Affiliates is in possession of any material property owned by any Governmental Entity, including material, tooling and test equipment, provided under, necessary to perform the obligations under or for which the Surviving Corporation could be held accountable under the Government Contracts and the Government Subcontracts. (h) Each Government Contract and Government Subcontract was entered into in the ordinary course of business consistent with past practice. (i) For purposes of this Agreement, the following terms shall have the definitions set forth below:

Government Contracts. Except With regard to each Government Contract, within the last three (3) years (i) all representations and certifications applicable to such Government Contract and associated bids or proposals were accurate in all material respects when made and have been updated as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or required; (ii) as would not reasonably be expected to have a Material Adverse Effectinvoices submitted by the Transferred Subsidiaries or, with respect to each Government Contract (as defined below): (A) during the five years prior Business, Sellers and their Controlled Affiliates were accurate in all material respects, and any required adjustments have been promptly credited and reported to the date hereofapplicable customer and recorded in the financial records of the Transferred Subsidiaries or Seller or its Controlled Affiliate, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirementsapplicable; (2iii) neither the Company nor Transferred Subsidiaries nor, with respect to the Business, Sellers or any of its subsidiaries their Controlled Affiliates are required to make or maintain any cost accounting or any pricing disclosure or guarantee, or to maintain any security clearance, accounting or property system, or performance or surety bond; (iv) none of the Transferred Subsidiaries or, with respect to the Business, Sellers or their Controlled Affiliates has claimed or been awarded a Government Contract because of “small business” status or other preferred bidder status; (v) none of the Transferred Subsidiaries, Sellers or their Controlled Affiliates, nor any of their respective Principals (as that term is defined in by 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or suspended, debarred, or otherwise excluded from contracting with a Governmental Authority or been notified in writing of any proposed for suspension, debarment or suspension exclusion or received any show cause notice from government contracting declared ineligible a suspending, debarring or determined non-responsibleexcluding official; (3vi) no governmental body or Governmental Authority nor prime contractor or subcontractor has notified the Company Transferred Subsidiaries or, with respect to the Business, Sellers or any of its subsidiaries, as applicable, in writing their Controlled Affiliates of any breach or violation of any applicable law that remains unresolved and pertains Law, (vii) no Transferred Subsidiary nor, with respect to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for defaultBusiness, cure notice Sellers or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries their Controlled Affiliates has conducted an internal investigation for which it engaged outside counsel or compliance reviewa forensic accounting firm, or nor made any voluntary or mandatory disclosure to any governmental body Governmental Authority with respect to any irregularity, misstatement, significant overpayment overpayment, or actual, alleged or potential violation of law arising under or relating Law, (viii) the Transferred Subsidiaries and Sellers and their Controlled Affiliates, as applicable, have complied with all Laws applicable to any each Government Contract and the terms and conditions of each Government Contract; (7ix) neither none of the Company Transferred Subsidiaries, Sellers or their Controlled Affiliates has received or been provided written (nor to the Knowledge of Sellers, any oral) cure notice, show cause notice, notice of its subsidiaries has been subject to a civil fraud law suit investigation or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination audit by a Governmental Authority; and (x) the execution, and no Governmental Authority has withheld delivery or set off performance of this Agreement will not result in a material violation, breach or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary default under any Government Contract; Contract and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractwill not require novation under FAR Subpart 42.12.

Government Contracts. (a) Except for the Rolls Royce T-56 Engine Parts Contract, the Company has no material Government Contracts. (b) Except as set forth in Schedule 4.21, (i) as described each of the Company and ------------- its Subsidiaries is in compliance, and has complied, in all material respects during the Registration Statementpast three years with all requirements of any statute, the Time of Sale Prospectus and the Prospectus law, rule or regulation pertaining to its Government Contracts; (ii) as would not reasonably be expected to have a Material Adverse Effect, all representations and certifications made by each of the Company and its Subsidiaries during the past three years with respect to such Government Contracts were accurate in all material respects as of their effective date, and each Government Contract of the Company and its Subsidiaries has fully complied in all material respects with such representations and certifications, and (iii) as defined below): (A) during the five years prior to of the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge Knowledge of the Company, current employees is no termination or default, cure notice or show cause notice has been suspended issued and remains unresolved. (c) Except as set forth in Schedule 4.21, (i) to the Knowledge of the ------------- Company, as of the date of this Agreement, none of the employees, consultants or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified agents of the Company or any of its subsidiariesSubsidiaries is under any administrative, as applicablecivil or criminal investigation or indictment by any Governmental Entity with respect to the conduct of the business of each of the Company and its Subsidiaries, (ii) to the Knowledge of the Company, there is no pending material U.S. governmental investigation of the Company or any of its Subsidiaries, or any of their respective officers, employees, consultants or agents, nor has there been any material U.S. governmental investigation of the Company or any of its Subsidiaries, or any of their respective officers, employees, consultants or agents resulting in writing of any breach material adverse finding with respect to any material alleged irregularity, misstatement or violation of any applicable law that remains unresolved and pertains omission arising under or relating to any Government Contract; , and (4iii) during the last three years, neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure in writing to any governmental body Governmental Entity with respect to any material alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; . (7d) neither Except as set forth in Schedule 4.21, as of the Company nor date of this ------------- Agreement, there are no outstanding written material claims that have been asserted against the Company, or any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued Subsidiaries, by any governmental body regarding Governmental Entity or by any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject Contract to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to which the Company or any subsidiary under any of its Subsidiaries is a party. (e) The Company and its Subsidiaries are not subject to the United States Government Contract; and cost accounting rules. (Bf) neither Each of the Company nor any of and its subsidiaries holds a facility Subsidiaries is in material compliance with all national security clearance as defined obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual (DoD Manual, DOD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor M (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractJanuary 1995).

Government Contracts. (a) Except as set forth on Schedule 3.23(a): (i) as described To Seller’s Knowledge, Seller’s and RSI’s cost accounting, material management, quality control, and procurement systems, in each case with respect to the Registration StatementGovernment Contracts, the Time of Sale Prospectus are in compliance in all material respects with all laws and the Prospectus or regulations; (ii) To the Knowledge of Seller, (A) Seller and RSI each has complied with all material terms and conditions of, and are not in material breach or default of, each Government Contract and all clauses, provisions and requirements included expressly, by reference or by operation of law therein, (B) Seller and RSI each has complied in all material respects with all Legal Requirements pertaining to each Government Contract and (C) all representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract were complete and correct in all material respects as of their effective date and Seller and RSI each has complied in all material respects with all such representations and certifications; (iii) Neither Seller nor RSI has received a final decision of a government contracting officer or other contractor or any other Person asserting any claim or equitable adjustment or breach against Seller or RSI with respect to any Government Contract and there are no material disputes as to which Seller or RSI has received notice in writing with respect to any Government Contract; (iv) To the Knowledge of Seller, during the three (3) year period prior to the date of this Agreement, neither the United States Government nor any prime contractor nor subcontractor has notified Seller or RSI in writing, and neither Seller nor RSI has notified any Third Party in writing, that Seller or RSI has materially breached or materially violated any Legal Requirement, any material representation, clause, provision, requirement, or certification pertaining to any Government Contract, provided that for purposes of the foregoing, a breach or violation shall not include any breach or violation that has been resolved to the satisfaction of the relevant non-breaching party; (v) During the three (3) year period prior to the date of this Agreement, neither the United States government nor any prime contractor nor subcontractor has notified Seller or RSI in writing and neither Seller nor RSI has notified any Third Party in writing, that Seller or RSI has breached or violated any Legal Requirement, representation, clause, provision, requirement, or certification pertaining to any Government Contract, where the breach or violation described in this Section 3.23(a)(v), individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (vi) No termination for convenience, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved is currently in effect pertaining to any Government Contract; (vii) No aggregated costs in excess of One Hundred Thousand Dollars ($100,000) incurred by Seller or RSI pertaining to any Government Contract have been formally questioned or challenged, or have been disallowed in any manner by the United States Government; (viii) No money due to Seller or RSI pertaining to any Government Contract has been withheld or set off nor has any claim been made to withhold or set off such money and, to the Knowledge of Seller, except for adjustments in the ordinary course of business, each of Seller and pertains RSI is entitled to all payments, including progress payments, received with respect to any Government Contract; and (5ix) neither the Company Neither Seller nor any of its subsidiaries RSI has received any written notices of product or oral notice service warranty claims or obligations pertaining to any Government Contract that exceed an aggregate amount of any audits or investigations that pertains One Hundred Thousand Dollars ($100,000). (b) Except as set forth on Schedule 3.23(b), (i) to a Government Contract; (6) the Knowledge of Seller, neither Seller, with respect to the Company Business, nor RSI, nor any of its subsidiaries their respective directors, officers or employees that are engaged in the Business, is (or during the three year period prior to the date of this Agreement has conducted an internal investigation been) under administrative, civil or compliance reviewcriminal investigation, or made indictment or audit by any voluntary or mandatory disclosure to any governmental body Governmental Body with respect to any alleged violation of law, irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; Contract (7) neither the Company nor any other than routine DCAA audits, in which no such violations of its subsidiaries has been subject to a civil fraud law suit law, irregularities, misstatements or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contractomissions were expressly identified); and (8) ii) during the last three (3) years, neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental AuthoritySeller, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable with respect to the Company Business, nor RSI has conducted or initiated any subsidiary internal investigation or made a voluntary disclosure to the United States Government, with respect to any alleged violation of law, irregularity, misstatement or omission arising under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in relating to a Government Contract. (c) Except as set forth in Schedule 3.23(c), during the three (3) year period prior to the date of this Agreement, (i) Seller, with respect to the Business, has not been (A) debarred or suspended or (B) notified of a proposed debarment or suspension, in each case from participation in the award of contracts with any United States Government entity, (ii) RSI has not been (A) debarred or suspended or (B) notified of a proposed debarment or suspension, in each case from participation in the award of contracts with any United States Government entity, and (iii) neither Seller, with respect to the Business, nor RSI has been the subject of a finding of nonresponsibility or ineligibility for contracting with any United States Government entity (and in each case excluding ineligibility to bid on certain contracts due to generally applicable bidding requirements such as nonresponsiveness or exclusion from a competitive range). To the Knowledge of Seller, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings by any United States Government entity against, or the finding of non-responsibility or ineligibility for contracting with any United States Government entity on the part of, Seller (with respect to the Business) or RSI.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the The Company and each of its subsidiaries Subsidiaries has in the last five (5) years complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including of, and all representations and certifications Laws relating to) , each Government Contract and Government ProposalBid, including and the Company or each of its Subsidiaries has not received written, or to the Company’s knowledge, oral, notice from any Governmental Body or any prime contractor or subcontractor asserting that the Company and any of its Subsidiaries has breached or violated any Law, certification, representation, clause, provision or requirement relating to any such Government Contract or Government Bid. The Company and each of its Subsidiaries maintains reasonable internal controls for compliance in all material respects with accounting requirements; (2) neither all Government Contracts and Government Bids and all invoices or other demands for payment submitted by or on behalf of the Company or Subsidiary pursuant to any Government Contract were current, accurate and complete in all material respects as of their respective submission dates. Neither the Company nor any Subsidiaries has: (a) violated any Law, certification, representation, clause, provision or requirement pertaining to any Government Contract or Government Bid, in each case, in any material respect; (b) received written notice of being suspended or debarred from bidding on government contracts by a Governmental Body; (c) been audited or investigated by any Governmental Body with respect to any Government Contract or Government Bid, except audits or investigations undertaken by Governmental Bodies in the Ordinary Course of Business, in each case, when determining whether to enter into an agreement or pursuant to its subsidiaries nor rights under any of their respective Principals Government Contract; (as defined in 48 C.F.R. § 2.101), or, d) to the knowledge of the Company’s knowledge, current employees is conducted or has been suspended initiated any internal investigation or debarred, made a voluntary or proposed for debarment mandatory disclosure to any Governmental Body or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body other customer or prime contractor or higher-tier subcontractor has notified with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract; (e) received from any Governmental Body or other customer or prime contractor or higher-tier subcontractor any written, or to the Company’s knowledge, oral, notice of breach, cure or default with respect to any Government Contract; (f) to the Company’s knowledge, received any government contract on the basis of the Company’s qualification as a small business or other preferred bidder status; or (g) to the Company’s knowledge, had any Government Contract terminated by any Governmental Body or other customer or prime contractor or higher-tier subcontractor for default or failure to perform in accordance with applicable standards. Neither the Products nor the Company Software nor any of the Company Intellectual Property owned or purposed to be owned by the Company or any of its subsidiaries, as applicable, in writing Subsidiaries has been developed with funding from a Governmental Body nor has any of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor Software or Products been delivered under any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by license providing a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds Body greater than a facility security clearance restricted rights license as defined in 48 C.F.R. 27.401 or the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractCompany’s customary commercial software license.

Government Contracts. Except (a) Unless prohibited by Industrial Security Laws, the Company and each of its Subsidiaries has made available to Parent true and complete copies of each Government Contract as of the date hereof with a total contract value (including any funded or unfunded option periods and any such Contract under which any task or delivery orders have been placed and any task or delivery orders) in excess of $250,000 (each, a “Specified Government Contract”), including all material amendments and modifications thereto. (i) as described The Company and each of its Subsidiaries have complied in the Registration Statement, the Time all material respects with all terms and conditions of Sale Prospectus each Specified Government Contract and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract Bid that, if awarded, would have a total contract value (as defined below): including any funded or unfunded option periods, and any task or delivery orders) in excess of $250,000 (A) during the five years prior each, a “Specified Government Contract Bid”), including clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein, and has performed in all material respects each obligation required to the date hereofbe performed by it thereunder, (1ii) the Company and each of its subsidiaries Subsidiaries has complied in all material respects with each Law applicable to each Specified Government Contract and Specified Government Contract Bid, including the Truth in Negotiations Act, the Cost Accounting Standards, the Procurement Integrity Act and provisions of Title 18 of the United States Code involving fraud, conflict of interest, bribery or gratuity violations, and no alleged material breach or material violation of any Law or requirement, termination for default, cure notice, show cause notice or other similar notice has been issued or claimed by a Governmental Authority, prime contractor or higher tier subcontractor, in writing that remains unresolved with respect to any Specified Government Contract, (iii) all representations, certifications and warranties executed, acknowledged or set forth in, or pertaining to, each Specified Government Contract or Specified Government Contract Bid were current, accurate and complete in all material respects as of their effective date, and the Company and each Subsidiary has complied, as applicable, in all material respects with all lawssuch representations, regulations certifications and warranties, (iv) no material payments due to the Company or a Subsidiary of the Company pertaining to any Specified Government Contract have been rejected, withheld or set off, nor has any material claim been made pursuant to a Government Contract to withhold or set off money, and there is no reasonable basis to expect any such rejection, withholding or set off, (v) to the knowledge of the Company, all costs, fees, profits and other charges and expenses of any nature that have been charged, and all sums invoiced, under each Government Contract were, in all material respects, properly chargeable or invoiced to such Government Contract and were charged or invoiced in amounts consistent in all material respects with the requirements of such Government Contract and applicable Law, including applicable requirements relating to allowability, allocability and reasonableness, and (vi) each invoice and claim for payment submitted under each Specified Government Contracts or Government Proposals (as defined below) and the terms and conditions of Contract (including requests for progress payments and provisional cost payments) was accurate in all representations and certifications relating tomaterial respects as of its submission date. (c) With respect to each Government Contract and each Government ProposalContract Bid, including compliance with accounting requirements; (2i) neither as of the date hereof, there is no Litigation pending (other than qui tam claims or other similar claims filed under seal and of which the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), does not have knowledge) or, to the knowledge of the Company, current employees threatened, including any claim under the United States False Claims Act and (ii) such Government Contract or Government Contract Bid, as applicable, is not based on an actual or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified asserted preferential status of the Company or any of its subsidiariesSubsidiaries, as applicableincluding §8(a) status, small business status, small disadvantaged business status, protégé status, or other preferential status afforded by federal statute or regulation, nor, to the knowledge of the Company, did any Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract rely upon such business status or business size or other preferential status of the Company or any of its Subsidiaries in writing evaluating any quotation, bid, or proposal, or in making award of any breach Government Contract. (d) From January 1, 2014 through the date hereof: (i) To the knowledge of the Company, none of the Company or violation any of its Subsidiaries or any applicable law that remains unresolved and pertains of their respective Principals (as defined at FAR 52.209-5(a)(2)) is or has been under any material administrative, civil or criminal investigation or indictment, audit or review by any Governmental Authority (in each case, other than broad based routine audits or inquiries in the ordinary course) with respect to any act or omission arising under or relating to any Government Contract; and (4ii) To the knowledge of the Company, none of the Company or any of its Subsidiaries, or any of their respective Principals (as defined at FAR 52.209-5(a)(2)), or any of their respective managers or employees is or has been debarred or suspended from participation in, or the award of, Contracts with any Governmental Authority. To the knowledge of the Company, as of the date hereof, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or a finding of non-responsibility on the part of the Company, any of its Subsidiaries or any of their respective Principals (as defined at FAR 52.209-5(a)(2)) or any of their respective managers or employees. (e) As of the date hereof: (i) There are no material outstanding disputes between the Company or any of its Subsidiaries, on the one hand, and any Governmental Authority, on the other hand, under the Contract Disputes Act of 1978 or between the Company or any of its Subsidiaries, on the one hand, and any prime contractor, subcontractor, vendor or third party, on the other hand, arising under or relating to any Government Contract; (ii) There are no material claims outstanding or threatened in writing against the Company or any of its Subsidiaries, either by a Governmental Authority or by a prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Contract Bid to which the Company or any of its Subsidiaries is a party; (iii) To the knowledge of the Company, none of the Company or any of its Subsidiaries has any economic interest in any pending material Litigation or potential material Litigation under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor, vendor or third party arising under or relating to any Government Contract; and (f) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Industrial Security Laws, and the Company, its Subsidiaries and their respective employees possess all requisite facility and personnel clearances necessary to perform their respective obligations under each Government Contract, and none of the Company or any of its Subsidiaries has received a negative or adverse finding from the Defense Security Service in the three years prior to the date hereof. Schedule 3.14(f) lists each facility clearance held by the Company and any of its Subsidiaries. (g) Subject to any prohibition on the disclosure of classified information, Schedule 3.14(g) sets forth (i) a list of each Specified Government Contract of the Company and each of its Subsidiaries as of the date hereof that is currently active in performance, (ii) each Specified Government Contract Bid and (iii) each multiple-award indefinite delivery/indefinite quantity prime Government Contract for which the ordering period has not expired. Each Government Contract was legally awarded, is binding on the parties thereto and is in full force and effect, and none of the Government Contracts or Government Contract Bids are currently the subject of bid or award protest proceedings. (h) The Company and each of its Subsidiaries has complied in all material respects with Federal Acquisition Regulation (“FAR”) 52.203-13 to the extent applicable to a Government Contract. As of the date hereof, none of the Company or any of its Subsidiaries has made any mandatory disclosure under FAR 52.203-13 or any voluntary disclosure to any Governmental Authority, prime contractor, subcontractor, vendor or any other person with respect to any potential violation by the Company or any of its Subsidiaries of a Government Contract or of a Law applicable to such Government Contract Bid. To the knowledge of the Company, as of the date hereof, no facts or circumstances exist that, with the passage of time or the giving of notice or both, would reasonably be expected to lead to such a mandatory disclosure. (i) In the three years prior to the date hereof, (i) no Government Contract has been terminated for default, and (ii) neither the Company nor any of its Subsidiaries has received any written notice terminating any Government Contract for convenience. (j) As of termination for defaultthe date hereof, cure notice neither the Company nor any of its Subsidiaries has received a less than satisfactory past performance evaluation or show cause notice that remains unresolved rating that, to the knowledge of the Company, could reasonably be expected to adversely affect the potential award of a Government Contract to the Company or any of its Subsidiaries. (k) The Company’s and pertains its Subsidiaries’ cost accounting system complies, and has complied during the three years prior to the date hereof, in all material respects with applicable Laws and regulations (including the FAR cost principles and Cost Accounting Standards). (l) To the knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any organizational conflict of interest mitigation plan or performed any activity under any Government Contract; , and has no other relationships with any Person, that constitutes an “organizational conflict of interest” as defined in FAR Subpart 9.5 that would impact its ability to perform its Government Contracts and any contract resulting from the Government Contract Bids. To the knowledge of the Company, the Company, each of its Subsidiaries, and their respective trustees, directors, officers, managers, principals, employees, representatives, agents or consultants, have complied in all material respects with all conflict of interest policies established by the Company and its Subsidiaries. (m) Neither the Company nor any of its Subsidiaries has assigned or otherwise conveyed or transferred, or agreed to assign or otherwise convey or transfer, any Government Contract or Government Contract Bid, or any account receivable relating thereto, to any Person, whether as a security interest or otherwise. (n) Neither the Company nor, to the knowledge of the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any of their respective employees or Principals (as defined in FAR 52.209-5) has violated in any material respects any legal, administrative or contractual restriction concerning the employment of (or discussions concerning possible employment with) current or former officials or employees of any Governmental Authority. (o) The Company and each of its Subsidiaries and, to the knowledge of the Company, their respective employees and Principals (as defined in FAR 52.209-5) have complied in all material respects with applicable timekeeping/time recordation requirements in each Government Contract. (p) During the three years prior to the date hereof, (i) all personnel who performed under any Government Contract met all express qualification requirements for the labor categories under which they have been charged or are being charged in all material respects, (ii) all personnel listed in any Government Contract or Government Contract Bid met all labor category or other job requirements set forth in the applicable Contract or solicitation in all material respects and (iii) neither the Company nor any of its subsidiaries has received Subsidiaries replaced any written or oral notice of any audits or investigations that pertains to material personnel performing a Government ContractContract without obtaining all required approvals from the applicable Governmental Authority and any other party whose consent is required for replacement of personnel. (q) All material personal property, equipment or fixtures loaned or bailed to the Company or any of its Subsidiaries by or on behalf of a Governmental Authority have been handled in all material respects with the terms, conditions and laws applicable to such loans or bailments. (r) During the three years prior to the date hereof, with respect to the Company’s and each of its Subsidiaries’ multiple award and federal supply schedule contracts, each of the Company and its Subsidiaries: (i) has complied in all material respects with the notice and pricing requirements of the Price Reduction Clause, and, to the knowledge of the Company, there are no facts or circumstances that would reasonably be expected to result in a demand for a refund based upon the material failure to comply with the Price Reduction Clause; and (6ii) has complied in all material respects with applicable requirements to permit an Industrial Funding Fee. (s) To the knowledge of the Company, each of the Company and its Subsidiaries has complied in all material respects with all necessary data security, cybersecurity and physical security systems and procedures required by its Government Contracts. To the knowledge of the Company, during the three years prior to the date hereof, (i) neither the Company nor any of its subsidiaries Subsidiaries has conducted an internal investigation had or compliance review, or made experienced any voluntary or mandatory disclosure to cyber incident as defined in DFARS 252.204-7012 affecting a Government Contract and (ii) any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating such cyber incident related to any Government Contract; Contract has been reported, to the extent applicable. (7t) Each Company Product was developed with U.S. federal government funding, pursuant to a Government Contract (the “Government Funded Company Products”). Except for the initial sale under the Government Contract pursuant to which the respective Government Funded Company Product was developed, neither the Company nor any of its subsidiaries Subsidiary has been subject to a civil fraud law suit sold or received a subpoena or civil investigative demand issued by any governmental body regarding licensed any Government Contract; and (8) neither the Funded Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental AuthorityProduct, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under enhancement or modification thereto, directly or indirectly to any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinAll disclosures, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one handelections, and any governmental body notices required by applicable regulations and Government Contract terms that are necessary to protect ownership of inventions developed, conceived or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in first actually reduced to practice under a Government Contract have been made. To the knowledge of the Company, all technical data, computer software and computer software documentation developed, delivered or used in connection with any Government Contract have been properly and sufficiently marked as appropriate to perfect the minimum allocation of technical data and software rights to the Government as specified in the relevant Contract.

Government Contracts. Except (ia) as described in the Registration StatementOther than has not had, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect: (i) the representations, certifications and warranties made by the Company and its Subsidiaries with respect to each Government Contract (Contracts were accurate as defined below): (A) during the five years prior to the date hereofof their effective dates, (1) and the Company and each of its subsidiaries has complied Subsidiaries have complied, in all material respects, with all laws, regulations such certifications and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4ii) neither none of the Company nor any or its Subsidiaries has received an adverse or negative government past performance evaluation or rating for the past three years; and (iii) to the extent applicable, the Company and its Subsidiaries have complied with all requirements concerning the sale of their products via the GSA Schedule, including all pricing discounts and funding fee reporting. (b) Other than has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) none of the Company and its Subsidiaries has received any written show cause, cure, deficiency, default, termination for convenience, or similar notice of relating to any Current Government Contract; (ii) no termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject issued or, to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contractthe Knowledge of the Company, threatened, in writing; and (8) neither iii) to the Company nor any Knowledge of its subsidiaries is subject to claims the Company, no event, condition, or disputes in excess omission has occurred or currently exists that would constitute grounds for such action. (c) None of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither its Subsidiaries, nor, to the Company nor knowledge of the Company, any of its subsidiaries holds a facility security clearance as defined their current respective directors, officers or employees in connection with the National Industrial Security Program Operating Manual (DoD 5220.22-M) performance of the duties for, or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinon behalf of, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries, is currently debarred or suspended from bidding on any Government Contract or Government Subcontract, declared nonresponsible or ineligible, or otherwise excluded from participation in the award of any Government Contract or Government Subcontract or for any reason been listed on the one handList of Parties Excluded from Federal Procurement and Nonprocurement Programs in a manner that will materially impact the Company or its Subsidiaries’ performance of such Government Contract or Government Subcontract. (d) To the Knowledge of the Company, none of the Company or its Subsidiaries has undergone or is currently undergoing any internal or external regulatory audit, review, inspection, investigation, survey, or examination of records relating to any Government Contracts or Government Subcontracts, other than in the ordinary course of business. (e) Except as would not be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, (i) the Company has not received any governmental body written notice that any Government Contract or Government Subcontract is currently the subject of bid or award protest proceedings and, to the Knowledge of the Company, no Government Contract is reasonably likely to become the subject of bid or award protest proceedings; and (ii) neither any Governmental Entity nor any prime contractor or higher tier subcontractor under a Government Contract or Government Subcontract has offset, disallowed or disputed in writing any invoices or requests for payment claimed by the Company or any of its Subsidiaries under any Government Contracts or Government Subcontracts. (at any tierf) Except as would not be material, individually or in the aggregate, to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries possess all facility clearances, and employees of the Company and its Subsidiaries possess all personnel security clearances, required to perform the applicable Government Contracts. The Company has no Knowledge of any governmental body, on pending revocation of any facility clearance of the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer Company or proposal which, if accepted, would result in a Government Contractany Subsidiary of the Company or any pending revocation of any personnel security clearance of any employee of the Company or any Subsidiary of the Company.

Government Contracts. Except (a) Each Government Contract, to which either of the Companies is a party under which either of the Companies is performing and on which final payment has not been received as of the date hereof (each an “Active Government Contract”), is listed under Section 3.18(a) of the Disclosure Schedule (true and complete copies of which, including all modifications and amendments thereto, have been made available by the Seller to the Purchaser). (b) Section 3.18(b) of the Disclosure Schedule lists and identifies each outstanding bid, proposal, offer or quotation made by either of the Companies or joint venture as of the date hereof, in which either Company is participating, that, if accepted, would lead to a Government Contract (each, a “Bid”) (true and complete copies of which, including all modifications and amendments thereto, have been made available by the Seller to the Purchaser). All outstanding Bids were made in the Ordinary Course of Business in a manner consistent with past practice. With respect to each outstanding Bid: (i) as described in to the Registration StatementSeller’s Knowledge, the Time of Sale Prospectus and the Prospectus or applicable Company has complied with all applicable Laws, (ii) all representations and certifications executed by either of the Companies pertaining to such Bid were complete and correct as of their effective date and (iii) neither Company has submitted any inaccurate, incomplete or untruthful cost or pricing data in connection therewith and that would subject such Company to damages or liability under the Truth in Negotiations Act other than a price reduction to reflect the adjustment of such data. (c) As of the date hereof, no Active Government Contract directly between a Company and a Governmental Customer is the subject of bid or award protest proceeding; and, to the Knowledge of the Seller, each such Active Government Contract was legally awarded. (d) As of the date hereof, with respect to each Active Government Contract (i) there are no audits, reviews, inspections, investigations, surveys or examinations of records, completed within the past three (3) years or, to the Seller’s Knowledge, underway, by any Governmental Customer that have questioned or disallowed any costs claimed by either Company under such Government Contracts, or recommended that either of the Companies make any payments to a Governmental Customer, or have revealed any fact, occurrence, or practice that could affect the assets, business or financial statement of either Company or its continued eligibility to receive and perform Government Contracts, (ii) each Company has complied in all material respects with all applicable Laws and statutory and regulatory requirements, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation (the “FAR”), the FAR cost principles, and the Cost Accounting Standards, pertaining to such Government Contracts and to each of the Companies’ quotations, bids and proposals submitted within the past three (3) years for Government Contracts, (iii) each Company has complied in all material respects with all terms and conditions, including all clauses, provisions, specifications, and quality assurance, testing and inspection requirements, of such Government Contracts, (iv) all representations, certifications or disclosure statements made or submitted by or on behalf of either of the Companies within the past three (3) years in connection with any Government Contract and, to the Seller’s Knowledge, its quotations, bids and proposals for Government Contracts were current, accurate and complete as of the date of their submission, (v) there is, to Seller’s Knowledge, no suspension, stop work order, cure notice, show cause notice or termination notice from a Governmental Customer to either of the Companies in effect for any Government Contract, nor has any Governmental Customer threatened in writing to issue one, and (vi) within the past three (3) years, neither Company has been assessed, nor has any Governmental Customer threatened in writing to assess against either of the Companies any penalties, credits or other similar contractual offsets pursuant to any performance-based Government Contract that contains service level arrangements or other similar performance measures. (e) The Companies have developed and implemented corporate practices and procedures designed to ensure compliance with applicable United States Government procurement statutes, regulations and Government Contract requirements. (f) Within the past three (3) years, there has been no (i) to the Seller’s Knowledge, administrative, civil or criminal investigation, indictment, or information of either of the Companies by any Governmental Authority, (ii) administrative or civil litigation, of which either of the Companies is a party, involving alleged false statements, false claims or other misconduct relating to any Government Contract or quotations, bids and proposals for Government Contracts, (iii) to the Seller’s Knowledge, cure notice, show cause letter, or notice of default termination received by either Company from a Governmental Customer relating to any Government Contract, (iv), withholding or set-off (other than the hold-backs pursuant to Contracts in the Ordinary Course of Business) of material amounts of money otherwise acknowledged to be payable to either of the Companies under a Government Contract by a Governmental Customer, (v) actual or proposed suspension or debarment of either of the Companies or, to the Seller’s Knowledge, any director, officer, employee, consultant or Affiliate of either Company from eligibility for Government Contracts, or (vi) written notice to either Company of a determination of non-responsibility rendered by a Governmental Customer against either Company with respect to any quotation, bid or proposal for a Government Contract. (g) Except for those liens listed in Section 3.18(g) of the Disclosure Schedule, made in accordance with 31 U.S.C. § 3727 (as amended), otherwise known as the Assignment of Claims Act, and 41 U.S.C. § 15 (as amended), otherwise known as the Anti-Assignment Act, neither Company has assigned or agreed to assign to any Person any right, title or interest in or to any of the Government Contracts directly between a Company and a Governmental Customer, or any account receivable relating thereto. (h) Except as set forth in Section 3.18(h) of the Disclosure Schedule, no Government Contract was awarded to either Company based on such Company’s certification that it is or was a small business, Section 8(a) business concern, small disadvantaged business, woman-owned small business, historically underutilized business zone small business, veteran-owned small business or service-disabled veteran-owned small business status. (i) Except as would not reasonably be expected to have a Material Adverse Effect, neither Company has failed within the past three (3) years to comply with applicable Laws with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company possession and each maintenance of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals government-furnished property (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is FAR) or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularitythe FLSA, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company SCA or any subsidiary wage determinations issued under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractSCA.

Government Contracts. Except In connection with the business of the Company and its Subsidiaries: (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract and Government Subcontract, since January 1, 2000 (as defined below): (Ai) during the five years prior to the date hereof, (1) the Company and each of the Company, its subsidiaries has Subsidiaries and their respective Affiliates have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract or Government Subcontract, including all clauses, provisions and requirements incorporated expressly, by reference, or by operation of law therein; (including ii) each of the Company, its Subsidiaries and their respective Affiliates have complied in all material respects with all applicable Laws or agreements pertaining to such Government Contract or Government Subcontract, including, where applicable, the Truth in Negotiations Act and the Company's Cost Accounting Standards disclosure statement, if any; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Subcontract were complete and Government Proposalcorrect as of their effective date and each of the Company, including compliance its Subsidiaries and their respective Affiliates have complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company no Governmental Authority nor any of prime contractor, subcontractor or other Person has notified the Company, its subsidiaries nor Subsidiaries or any of their respective Principals Affiliates, either in writing or orally, that the Company, its Subsidiaries or any such Affiliate has breached or violated any enactment, certification, regulation, representation, clause, provision or requirement pertaining to such Government Contract or Government Subcontract; (as defined v) no termination for convenience, termination for default, cure notice, show cause notice, or stop work order is currently in 48 C.F.R. § 2.101), or, effect pertaining to such Government Contract or Government Subcontract; (vi) to the knowledge Knowledge of the Company, current employees no cost incurred by the Company, its Subsidiaries or any of their respective Affiliates pertaining to such Government Contract or Government Subcontract has been challenged, is the subject of any audit or investigation or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; disallowed by any Governmental Authority and (3vii) no governmental body or prime contractor or subcontractor has notified money due to the Company or any of its subsidiariesSubsidiaries pertaining to such Government Contract or Government Subcontract has been withheld, as applicablereduced or set off nor has any claim been made to withhold or set off money and, in writing to the Knowledge of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company, the Company nor and its Subsidiaries are entitled to all progress payments received with respect thereto. (b) None of the Company, its Subsidiaries or any of their respective Affiliates nor, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants or agents is, or since January 1, 2000 has been, under administrative, civil or criminal investigation, indictment or information by any Governmental Authority or any audit or investigation by the Company, its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body their respective Affiliates with respect to any irregularity, misstatement, significant overpayment alleged act or violation of law omission arising under or relating to any Government Contract; (7) neither Contract or Government Subcontract and since January 1, 2000, none of the Company nor any of Company, its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company Subsidiaries or any of their respective Affiliates has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to a Government Contract or Government Subcontract. (c) There are (i) no outstanding claims against the Company, its subsidiariesSubsidiaries or any of their respective Affiliates, either by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (ii) no disputes between the Company, its Subsidiaries or their respective Affiliates, on the one hand, and the United States government, on the other hand, under the Contract Disputes Act or any other U.S. federal statute or between the Company, its Subsidiaries and their respective Affiliates, on the one hand, and any governmental body prime contractor, subcontractor or any prime contractor or subcontractor (at any tier) of any governmental bodyvendor, on the other hand, arising under or relating to any Government Contract or Government Subcontract. As used hereinNone of the Company, “its Subsidiaries and their respective Affiliates has any direct financial interest in any pending or potential claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Proposal” means a bidContract or Government Subcontract. (d) Since January 1, quote2000, tender(i) none of the Company, offer its Subsidiaries or proposal whichany of their respective Affiliates has been debarred or suspended from participation in the award of Contracts with any Governmental Authority; (ii) to the Knowledge of the Company, if acceptedthere exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, would result its Subsidiaries or any of their respective Affiliates, or any director, officer or employee of the Company, its Subsidiaries or any of their respective Affiliates and (iii) the Company's and its Subsidiaries' cost accounting and procurement systems and the associated entries reflected in the Company's financial statements included in the Filed Company SEC Documents with respect to the Government Contracts and Government Subcontracts are in compliance in all material respects with applicable Laws. (e) Since January 1, 2000, (i) all test and inspection results provided by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority pursuant to any Government Contract or Government Subcontract or to any other Person pursuant to a Government ContractContract or Government Subcontract or as a part of the delivery to any Governmental Authority or other Person pursuant to a Government Contract or Government Subcontract of any article designed, engineered, manufactured or repaired by the Company, its Subsidiaries or any of their respective Affiliates were complete and correct in all material respects as of the date so provided and (ii) the Company and its Subsidiaries have provided all test and inspection results to any Governmental Authority or to any other Person pursuant to a Government Contract or Government Subcontract as required by applicable Law and the terms of the applicable Government Contract or Government Subcontract. (f) No statement, representation or warranty made by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with any Government Contract or Government Subcontract or to another party where the ultimate contracting party is a Governmental Authority contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. (g) For purposes of this Section 3.14, the term "Affiliates" shall be deemed to exclude natural persons and entities controlled by such natural persons.

Government Contracts. Except (i) as described 6.35.1 In addition to the representations and warranties in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectSection 6.28, with respect to each and every Government Contract or bid which, if accepted, would result in a Government Contract (as defined belowa "Government Bid"): (Ai) during the five years prior to the date hereof, (1) each of the Company and each of its subsidiaries the Subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of such Government Contract or Government Bid, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (including ii) each of the Company and the Subsidiaries has complied with all requirements of all material Laws or agreements pertaining to such Government Contract or Government Bid; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Bid were complete and Government Proposalcorrect in all material respects as of their effective date, including compliance and the Company and the Subsidiaries have complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company U.S. Government nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)prime contractor, or, to the knowledge of the Company, current employees is subcontractor or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor other Person has notified the Company or any of its subsidiariesthe Subsidiaries, as applicable, either in writing or, to its knowledge after diligent inquiry, orally, that the Company or any of the Subsidiaries has breached or violated any breach Law, Order, certification, representation, clause, provision or violation of any applicable law that remains unresolved and pertains requirement pertaining to any such Government ContractContract or Government Bid; (4v) neither the Company nor any of its Subsidiaries has received any notice of no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect pertaining to any such Government ContractContract or Government Bid; (5vi) neither no material cost incurred by the Company or any of the Subsidiaries pertaining to such Government Contract or Government Bid has been formally questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government; and (vii) no money due to the Company or any of the Subsidiaries pertaining to such Government Contract or Government Bid has been withheld or offset nor has any claim been made to withhold or offset money, and the Company or such Subsidiary is entitled to all progress payments received with respect thereto. (i) Neither the Company nor any of its subsidiaries the Subsidiaries nor, to the Sellers' Knowledge, any of their directors, officers, employees, consultants or agents is (or during the last three years has received been) under administrative, civil or criminal investigation, indictment or information by any written Governmental Authority, or oral notice any audit or investigation of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor or any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body the Subsidiaries with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit Contract or received a subpoena or civil investigative demand issued by any governmental body regarding any Government ContractBid; and (8) neither ii) during the last three years, the Company nor and the Subsidiaries have not conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. There exists no irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led to any of its subsidiaries is subject to the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other damage, penalty assessment, recoupment of payment or disallowance of cost. 6.35.3 There exist (i) no outstanding material claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to against the Company or any subsidiary of the Subsidiaries, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government ContractContract or Government Bid; and (Bii) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, no material disputes between the Company or any of its subsidiaries, on the one hand, Subsidiaries and the U.S. Government under the Contract Disputes Act or any other Federal statute or between the Company or any of the Subsidiaries and any governmental body prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. Neither the Company nor any of the Subsidiaries has any interest in any pending or potential claim against the U.S. Government or any prime contractor contractor, subcontractor or subcontractor (at vendor arising under or relating to any tier) of Government Contract or Government Bid. Schedule 6.35 identifies each Government Contract which is currently under audit by the U.S. Government or any governmental body, on the other hand. As used herein, “Government Proposal” means Person that is a bid, quote, tender, offer or proposal which, if accepted, would result in a party to such Government Contract. 6.35.4 All material test and inspection results provided by the Company or any of the Subsidiaries to the U.S. Government pursuant to any Government Contract or to any other Person pursuant to a Government Contract or as a part of the delivery to the U.S. Government or to any other Person pursuant to a Government Contract of any article designed, engineered or manufactured in the Business were complete and correct in all material respects as of the date so provided. The Company and/or any of the Subsidiaries have provided all material test and inspection results to the U.S. Government and each other Person who is required to receive such information under applicable Law and the terms of the Government Contracts.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): or outstanding Bid: (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries Joint Venture, as applicable, has complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of (including all representations and certifications relating to) each such Government Contract and Government Proposal, including compliance with accounting requirementsor Bid; (2B) the Company and each Joint Venture, to the extent applicable, has complied in all material respects with all applicable requirements of statute, rule, regulation, order or agreement with the applicable Governmental Authority pertaining to such Government Contract or Bid; (C) as of the date hereof, all representations, certifications and warranties executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were accurate in all material respects as of their effective date and the Company and each Joint Venture, to the extent applicable, has fully complied with all such representations, certifications and warranties in all material respects; (D) neither the Company applicable Governmental Authority, nor any of its subsidiaries nor prime contractor, subcontractor or any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of other Person has notified the Company, current employees is or has been suspended or debarredin writing, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified that the Company or any of its subsidiariesJoint Venture, as to the extent applicable, has breached or violated any Law pertaining to such Government Contract or Bid that is, individually or in writing of any breach the aggregate, reasonably likely to result in material liability or violation of any applicable law that remains unresolved and pertains to any Government Contractexpense; (4E) neither the Company nor any of its Subsidiaries has received any notice of no material termination for convenience, termination for default, cure notice or show cause notice that remains unresolved has been issued and pertains not resolved or cured; (F) no material cost incurred by the Company or any of the Joint Ventures, to the extent applicable, has been questioned in writing or disallowed, other than those which have been resolved; and (G) no money due to the Company or any of the Joint Ventures, to the extent applicable, pertaining to such Government Contract has been withheld or offset nor has any claim been made to withhold or offset money (other than retainages as provided for in the applicable Government Contract). (ii) Section 3.15(a)(ii) of the Seller Disclosure lists, as of April 30, 2007, (i) all Executory Government Contracts with a total contract award value in excess of $1,000,000, and (ii) with respect to each accurately sets forth (A) the Contract name; (B) the award date; (C) the customer; (D) the Contract end date; (E) the Contract cost ceiling, if applicable, and (F) the funded backlog (i.e., total appropriated funds obligated to such Executory Government Contract minus expenditures under such Contract). (i) To the Seller’s Knowledge, neither the Company or the Joint Ventures, nor any of the Company’s directors or officers is/are (or for the last three years has/have been) under administrative, civil or criminal investigation, indictment or information or audit (other than routine audits) with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government ContractContract or Bid that would, individually or in the aggregate, reasonably be expected to result in material liability or expense; (5ii) within the past three years, neither the Company nor any of the Joint Ventures have entered into any consent order or administrative agreement, or undertaken any internal investigation or audit relating directly or indirectly to any Government Contract or Bid that has had or would, individually or in the aggregate, reasonably be likely to result in, material liability or expense; (iii) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company Joint Ventures nor any of its subsidiaries has conducted an internal investigation the Company’s directors or compliance review, officers has/have in the last three years made a Voluntary Disclosure pursuant to the Department of Defense Fraud Voluntary Disclosure Program or made any voluntary or mandatory disclosure to any governmental body International Traffic in Arms Regulation with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract or Bid; and (iv) to the Seller’s Knowledge, the Company and the Joint Ventures have not taken any action or failed to take any action that could reasonably be expected to give rise to liability under the Civil or Criminal False Claims Act, the Truth in Negotiations Act, common law claims based on misrepresentation or unjust enrichment. (c) Neither the applicable Governmental Authority nor any prime contractor, subcontractor or vendor has asserted any material claim or initiated any dispute proceeding against the Company or any Joint Venture with respect to any material claim concerning any Government Contract or Bid. As of the date hereof, neither the Company nor any Joint Venture has asserted any material claim or initiated any dispute proceedings, directly or indirectly, against the applicable Governmental Authority or any prime contractor, subcontractor or vendor concerning (in each case) any Government Contract or Bid. (d) Neither the Company or any of its Joint Ventures nor any of their respective directors or officers is (or at any time during the last three years has been) suspended or debarred from doing business with the applicable Governmental Authority, or is, to the Seller’s Knowledge, currently proposed for suspension or debarment or has been determined to be nonresponsible or ineligible for U.S. Government contracting. There are no matters pending that are reasonably likely to lead to the institution of suspension or debarment proceedings against the Company or any of its Joint Ventures. Neither the Company nor any of its Joint Ventures has, within the past three years, been terminated for default under any Government Contract; . (7e) The Company, the Joint Venture and, to the extent required, each Company employee performing services related to a Government Contract possesses all necessary security clearances for the execution of its obligations under any Government Contract currently being performed. The Company and the Joint Ventures are in compliance in all material respects with applicable agency security requirements, as appropriate, and have in place proper procedures, practices and records to maintain security clearances necessary to perform their respective Government Contracts, and to Seller’s Knowledge, there is no existing information, fact or circumstance that would reasonably be expected to cause the Company or its employees or the Joint Venture to lose any security clearances. To Seller’s Knowledge, each employee of the Company performing services related to a Government Contract possesses all of the required credentials (e.g., education and experience) specified in or required by such Government Contract. The Company and the Joint Ventures are in compliance in all material respects with applicable International Traffic in Arms Regulations, Export Administration Regulations, and Contract provisions governing the transfer of covered technologies to foreign nationals. (f) The Company’s cost accounting system is in compliance with applicable regulations (including the Federal Acquisition Regulation) in all material respects and has not been determined by any Governmental Authority to be in violation of the requirements of the Federal Cost Accounting Standards or other applicable cost accounting regulations in any material respect. The Company has reached agreement with the cognizant Government representatives approving and “closing” all indirect costs charged to Government Contracts for the year 2004 and all prior years. All indirect and general and administrative expense rates are being billed in a manner consistent in all material respects with the applicable Government Contract and any applicable statutes, rules or regulations. The Company is not subject to any assignment of proceeds (other than any assignments that will have been terminated as of the Closing Date) pursuant to the Anti-Assignment Act. (g) To Seller’s Knowledge, all outstanding Bids are capable of performance by the Company and its Joint Ventures, as applicable, in accordance with the terms and conditions of such Bid or the Government Contract to which the Bid applies without incurring a loss (calculated in accordance with the Company’s accounting principles consistently applied). To Seller’s Knowledge, no Executory Government Contract has incurred or is currently projected to incur losses or cost overruns in an amount exceeding $50,000. (i) Except as set forth in Section 3.15(h)(i) of the Seller Disclosure Schedule, neither the Company nor any of its subsidiaries has been subject the Joint Ventures holds a Government Contract premised on “8(a)” status, small disadvantaged business status, protégé status, HUBZONE status, or other similar socioeconomic status (other than “small business concern” status) pursuant to Federal Acquisition Regulation Part 19. Section 3.15(h)(ii) of the Seller Disclosure Schedule lists all Government Contracts or Bids premised on the small business status of the Company or any Joint Venture to which the Company is a party. Notwithstanding anything to the contrary above, the Seller and Purchaser agree that Seller shall be liable for a breach of any of the representations set forth in this Section 3.15 with respect to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither Joint Venture only to the extent the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 incurs a Liability as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractsuch breach.

Government Contracts. (a) Except (ias set forth on Section 5.14(a) as described in of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectParent Schedule, with respect to each Government Contract of Parent: (i) each of Parent and its Subsidiaries has complied in all material respects with all material terms and conditions and all Applicable Laws; (ii) no written notice has been received by either Parent or any of its Subsidiaries (and, to the Knowledge of Parent, none has been threatened) alleging that the Parent, any of its Subsidiaries, or any director, officer or employee of Parent or any of its Subsidiaries, is in material breach or violation of any Applicable Law or contractual requirement thereunder; and (iii) no written notice of termination has been received by Parent or any of its Subsidiaries thereunder. (b) Except as defined below): set forth in Section 5.14(b) of the Parent Schedule, no Governmental Entity nor any prime contractor, subcontractor or vendor has asserted in writing any material claim or initiated any material dispute proceeding against Parent or any of its Subsidiaries relating to any Government Contract of Parent or Government Bid of Parent, nor is Parent or any of its Subsidiaries asserting any material claim or initiating any material dispute proceeding directly or indirectly concerning any such Government Contract or Government Bid. (Ac) during With respect to each Government Contract of Parent and Government Bid of Parent, except as set forth in Section 5.14(c) of the five years prior Parent Schedule: (i) there are no assignments of revenues or anticipated revenues pursuant to the federal Assignment of Claims Act, 31 U.S.C. § 3727; (ii) all written representations and certifications submitted by Parent or any of its Subsidiaries in order to induce the award of a Government Contract or to induce payments under a Government Contract were current, accurate and complete in all respects as of their respective effective dates; (iii) to the Knowledge of Parent, all material pricing discounts have been properly reported to and credited to the customer; (iv) Parent and its Subsidiaries have maintained systems of internal controls that are and have been in material compliance with all requirements of such Government Contracts and Applicable Law; (v) to the Knowledge of Parent, as of the date hereof, Parent and its Subsidiaries fully expect and intend to fully perform all of the obligations under (1) the Company and each of Parent and its subsidiaries has complied with Subsidiaries have all laws, regulations material Governmental Entity authorizations and requirements applicable all material third-party certifications and approvals required in order to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating toperform) each such Government Contract and Government Proposal, including compliance with accounting requirements; Contract; (2vi) neither the Company Parent nor any of its subsidiaries Subsidiaries, nor any of their respective Principals partners, principals or officers (as defined nor, to the Knowledge of Parent, any of its or its Subsidiaries’ employees, agents or consultants) have possessed or have accessed confidential or non-public information to which they were not lawfully entitled; and (vii) Parent and each of its Subsidiaries and, to the Knowledge of Parent, each of their respective officers or directors is in 48 C.F.R. § 2.101compliance with Applicable Laws and other administrative and contractual restrictions associated with the employment of (or discussions concerning possible employment with) current or former officials or employees of a Governmental Entity (regardless of the branch of government), in each case, in all respects material to Parent and its Subsidiaries taken as a whole. (d) Except as set forth in Section 5.14(d) of the Parent Schedule, with respect to each Government Contract of Parent and Government Bid of Parent, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any of their respective corporate directors or officers (i) is or during the past five (5) years has been under investigation, indictment or audit by, any Governmental Entity, nor (ii) has conducted or initiated any investigation or made any disclosure to a Governmental Entity with respect to any alleged irregularity, misstatement or non-compliance, other than, in each of the cases in clause (i) or (ii), for routine audits or non-material disclosures. (e) Neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any of their respective shareholders, officers or directors, is or within the past three (3) years has been debarred, suspended or deemed non-responsible or otherwise formally excluded from participation in the award of a Government Contract of any Person, nor is there any pending debarment, suspension or exclusion proceeding that has been initiated against Parent or any of its Subsidiaries or, to the knowledge Knowledge of the CompanyParent, current employees is any of their predecessors, shareholders, officers or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; directors. (3f) no governmental body or prime contractor or subcontractor has notified the Company or Neither Parent nor any of its subsidiariesSubsidiaries, as applicablenor, in writing to the Knowledge of Parent, any breach of their respective officers or violation directors, have (i) used any funds of Parent or its Subsidiaries to offer or provide any applicable law that remains unresolved and pertains unlawful contribution, payment, kickback, bribe, gift, gratuity or entertainment, or (ii) to the Knowledge of Parent made any Government Contract; (4) neither the Company unlawful expenditures relating to political activity. Neither Parent nor any of its Subsidiaries has received any notice written (or, to the Knowledge of termination for defaultParent, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5oral) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits Unlawful Payment, and Parent and its Subsidiaries have adequate financial controls to detect and prevent any such Unlawful Payments. Parent and its Subsidiaries have been in compliance in all material respects and have, during all periods for which any applicable statute of limitations has not expired, complied with the applicable provisions of the U.S. Foreign Corrupt Practices Act, as amended, and other foreign Applicable Laws relating to corrupt practices and similar matters. (g) Section 5.14(g) of the Parent Schedule sets forth as of the date hereof a current, complete and accurate list of all of Government Contracts of Parent that are currently active in performance. Unless listed on Section 5.14(g) of the Parent Schedule as being “closed,” each Government Contract of Parent listed on Section 5.14(g) of the Parent Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or investigations that pertains similar laws relating to or affecting the rights and remedies of creditors and by general principles of equity regardless of whether considered in a proceeding in equity or law. No Government Contract of Parent listed on Section 5.14(g) of the Parent Schedule was awarded on the basis of a Preferred Bidder Status. Parent has made available to Parent complete and correct copies of those Government Contracts of Parent listed on Section 5.14(g) of the Parent Schedule, together with all draft or final audit reports from a Governmental Entity or other customer as received by Parent pertaining to such Government Contracts. (h) Section 5.14(h) of the Parent Schedule sets forth as of the date set forth in such schedule (or if not indicated as of the date hereof) a current, accurate and complete list of each of the Government Bids which Parent or its Subsidiaries have submitted to a Government Contract; Governmental Entity (6or a prime contractor) neither the Company nor any for which no notice of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries award decision has been subject to a civil fraud law suit received by Parent or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractSubsidiaries.

Government Contracts. Except (ia) as described in Section 3.19(a) of the Registration Statement, the Time Disclosure Schedule sets forth a correct and complete list of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract that is currently in effect pursuant to which the Company is entitled to receive payments in excess of $1,000,000, subject to the terms thereof. (as defined below): (Ab) during Section 3.19(b) of the five years Disclosure Schedule sets forth a correct and complete list of each outstanding Government Bid that relates to amounts in excess of $200,000 for which an award has not been issued prior to the date hereof. (c) Except as set forth in Section 3.19(c) of the Disclosure Schedule, (1i) the Company and each of its subsidiaries has complied in all material respects with all laws, regulations and requirements applicable Applicable Laws pertaining to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and each Government Proposal, including compliance with accounting requirementsBid; (2ii) neither all facts set forth in or acknowledged by the Company nor in any of its subsidiaries nor disclosure statements, representations, warranties or certifications made by the Company with respect to any of their respective Principals (as defined in 48 C.F.R. § 2.101), orGovernment Contract or Government Bid were, to the knowledge Company’s Knowledge, materially correct as of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsibletheir submission date; (3iii) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body is currently in effect with respect to any irregularityGovernment Contract or Government Bid; (iv) no cost incurred or invoice rendered by the Company pertaining to any Government Contract is currently being challenged by any Governmental Authority, misstatementhas been disallowed by any Governmental Authority or is the subject of a formal Government investigation; (v) no amount of money due to the Company under any Government Contract or Government Bid has been withheld or set off, significant overpayment nor has any claim been made to withhold or violation set off money; and (vi) all invoices and claims, including requests for progress payments and provisional cost payments, submitted by the Company to any Governmental Authority with respect to any Government Contract or Government Bid were, to the Company’s Knowledge, materially correct and complete in all material respects as of law their submission date. (d) Except as set forth in Section 3.19(d) of the Disclosure Schedule, there have not been and there currently do not exist (i) any material outstanding claims or requests for equitable adjustment against the Company by any Governmental Authority or by any prime contractor, higher or lower tier subcontractor, or vendor arising under or relating to any Government ContractContract or Government Bid; (7ii) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or material outstanding disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesCompany, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental bodyGovernmental Authority, on the other hand. As used herein, “under the Contract Disputes Act of 1978, as amended, or any other Applicable Law, or between the Company, on the one hand, and any prime contractor, higher or lower tier subcontractor, or vendor, on the other hand, arising under or relating to any Government Proposal” means a bid, quote, tender, offer Contract or proposal Government Bid; and (iii) no facts exist which, if acceptedto the Company’s Knowledge, would reasonably be expected to result in such a dispute in the future that could give rise to material liability. (e) Except as set forth in Section 3.19(e) of the Disclosure Schedule, neither the Company nor its respective managers, directors or officers, employees, consultants or agents is, or has been, debarred or suspended from participation in, or the award of, Government Contracts or doing business with any Governmental Authority and, to the Company’s Knowledge, no circumstances exist that would reasonably be expected to warrant the institution of formal debarment or suspension proceedings in connection with any Government Contract or Government Bid. (f) Except as set forth in Section 3.19(f) of the Disclosure Schedule, the Company has not held a classified Government Contract. (g) To the Company’s Knowledge, except as set forth in Section 3.19(g) of the Disclosure Schedule, none of the Company’s revenues or currently booked orders by customers were or are subject to any set-aside, small, minority or disadvantaged business program.

Government Contracts. Except (ia) as described in There are no disputes pending or, to the Registration StatementCompany’s knowledge, the Time of Sale Prospectus and the Prospectus or (ii) threatened with respect to any Company Government Contract except as would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse EffectEffect on the Company. (b) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, with respect to each Company Government Contract, since January 1, 2007: (i) each of the Company and its Subsidiaries has complied with all laws pertaining to such Company Government Contract; (ii) each of the Company and its Subsidiaries has complied with all requirements of governmental statutes, rules, regulations or, orders pertaining to such Company Government Contract; (iii) each representation and certification directly or indirectly made to any Governmental Entity in a formal certification executed by the Company or its Subsidiaries pertaining to such Company Government Contract (was true and correct in all material respects as defined below): (A) during the five years prior to the date hereofof its effective date, (1) and the Company and each of its subsidiaries Subsidiaries has complied with all laws, regulations each such representation and requirements applicable to Government Contracts or Government Proposals certification; and (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4iv) neither the Company nor any of its Subsidiaries has received submitted any notice of termination for defaultnon-current, inaccurate or incomplete cost or pricing data to any Governmental Entity or higher tier prime contractor in connection with such Company Government Contract. With respect to each Company Government Contract, (x) no suspension, stop work order, cure notice or show cause notice that in effect with respect to any such Company Government Contract has been issued and remains unresolved nor, to the Company’s knowledge, has any Governmental Entity threatened to issue one and pertains (y) neither the Company nor its Subsidiaries has received any written notice of the intention of any other party to a Company Government Contract to terminate for default, convenience or otherwise any Company Government Contract nor, to the Company’s knowledge, is any such party threatening to do so and (z) to the knowledge of the Company, neither the Company nor its Subsidiaries is aware of any organizational conflicts of interest that might arise as a result of the Merger or the other transactions contemplated by this Agreement. (c) With respect to the Company Government Contracts (i) to the knowledge of the Company, there is no pending administrative, civil fraud or criminal investigation or indictment of the Company, any of its Subsidiaries or any director, officer or employee of the Company or any of its Subsidiaries by any Governmental Entity with respect to any alleged or potential violation of law regarding any Company Government Contract; (5ii) neither the Company nor any of its subsidiaries has received Subsidiaries nor, to the knowledge of the Company, any of their respective directors, officers or employees is suspended or debarred from doing business with the U.S. Government or declared nonresponsible or ineligible for U.S. Government contracting and there is no pending suspension, debarment or equivalent proceeding against the Company or any of its Subsidiaries or, to the knowledge of the Company, any director, officer or employee of the Company or any of its Subsidiaries; and (iii) there is no (A) outstanding written request by the U.S. Government for a material contract price adjustment based on a claimed disallowance by the Defense Contract Audit Agency or oral notice claim of defective pricing; or (B) unresolved material claim or equitable adjustment by the Company or any audits or investigations that pertains to a Government Contract; (6) of its Subsidiaries against the U.S. Government. Since January 1, 2007, neither the Company nor any of its subsidiaries Subsidiaries, nor any of the Company’s or its Subsidiaries’ directors, officers or employees has conducted an hired any law firm or outside counsel to conduct any internal investigation or compliance reviewinvestigation, or made any a voluntary or mandatory disclosure to any governmental body the U.S. Government, with respect to any irregularity, misstatement, significant overpayment alleged misstatement or violation of law omission arising under or relating to any Company Government Contract; Contract or Company Bid. (7d) neither The Company and its Subsidiaries and their respective employees possess all government security clearances necessary to perform the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental AuthorityContracts, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount all such security clearances are valid and in excess force and effect. (e) For the purposes of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinthis Agreement, “Company Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreementagreement or arrangement, joint venture agreement, strategic alliance agreementventure, basic ordering agreement, pricing agreement, letter contract, grant, subgrant contract or any other similar written arrangement or commitment of any kind, kind between the Company or any of its subsidiariesSubsidiaries and (i) the U.S. Government, on the one hand, and any governmental body or (ii) any prime contractor to the U.S. Government in its capacity as a prime contractor or (iii) any subcontractor with respect to any contract of a type described in clauses (at any tieri) or (ii) above. For the purposes of any governmental body, on the other hand. As used hereinthis Agreement, “Government ProposalCompany Bid” means a bidany quotation, quote, tender, offer bid or proposal whichby the Company or any of its Subsidiaries that, if acceptedaccepted or awarded, would result in a Company Government ContractContract (other than a Company Bid).

Government Contracts. Except (a) With respect to each and every Government Contract or bid to obtain a Government Contract to which Seller is a party, and which relates to the Business, and except as set forth in Schedule 3.22(a): (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries Seller has fully complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of such Government Contract or bid for a Government Contract as required; (including ii) Seller has fully complied with all material requirements of statute, rule or regulation pertaining to such Government Contract or bid for a Government Contract; (iii) all representations and certifications relating to) each executed with respect to such Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any were to Seller's Knowledge accurate in every material respect as of their respective Principals effective date and Seller to Seller's Knowledge has fully complied with all such representations and certifications in every material respect; and (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3iv) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains has been issued or, to any Government Contract; Seller's Knowledge will be issued, (5v) neither the Company U.S. Government nor any non-U.S. government nor any prime contractor, subcontractor or other Person has notified in writing Seller that Seller has breached or violated any Legal Requirement, certification, representation, clause, provision or requirement pertaining to such Government Contract or bid; (vi) no cost incurred by Seller pertaining to such Government Contract or bid has been questioned or challenged, is the subject of any investigation or has been disallowed by the U.S. Government or any non-U.S. government; (vii) no money due to Seller pertaining to such Government Contract or bid has been withheld or set off and Seller is entitled to all progress payments with respect thereto and (viii) each Government Contract is valid and in full force and effect. (b) To Seller's Knowledge, except as set forth in Schedule 3.22(b), with respect to the Business, (i) none of its subsidiaries respective employees, consultants or agents is (or during the last three years has received been) under administrative, civil or criminal investigation, indictment or information by any written Governmental Authority, (ii) there is not any pending audit or oral notice of investigation by Seller nor within the last three years has there been any audits audit or investigations that pertains to investigation by Seller resulting in a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body material adverse finding with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; Contract or bid, and (7iii) neither during the Company nor last three years, Seller has not made a voluntary disclosure to the U.S. Government or any non-U.S. government with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or bid. Except as set forth in Schedule 3.22(b), to Seller's Knowledge there are no irregularities, misstatements or omissions arising under or relating to any Government Contract or bid that has led or is expected to lead, either before or after the Closing Date, to any of its subsidiaries has been subject to a civil fraud law suit the consequences set forth in clause (i) or received a subpoena (ii) of the immediately preceding sentence or civil investigative demand issued by any governmental body regarding any Government Contract; and other material damage, penalty assessment, recoupment of payment or disallowance of cost. (8) neither the Company nor any of its subsidiaries is subject to claims or disputes c) Except as set forth in excess of $250,000 as a result of a written finding or determination by a Governmental AuthoritySchedule 3.22(c), and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable with respect to the Company Business, there exist (i) no outstanding claims against Seller, either by the U.S. Government or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means government or by any prime contractcontractor, subcontractsubcontractor, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant vendor or other similar written arrangement third party, arising under or relating to any Government Contract or bid referred to in Section 3.22(a) and (ii) no disputes between Seller and the U.S. Government or any non-U.S. government under (A) the Contract Disputes Act or any other Federal statute or (B) any analogous statute of any kindjurisdiction other than the United States or between Seller and any prime contractor, between subcontractor or vendor arising under or relating to any such Government Contract or bid. Except as set forth in Schedule 3.22(c), to Seller's Knowledge there are no facts that could reasonably be expected to result in a claim or a dispute under clause (i) or (ii) of the Company or immediately preceding sentence. (d) Except as set forth in Schedule 3.22(d), neither Seller nor any of its subsidiariesemployees, consultants or agents is (or during the last three years has been) suspended or debarred from doing business with the U.S. Government or any non-U.S. government or is (or during such period was) the subject of a finding of nonresponsibility or ineligibility for U.S. Government or non-U.S. government contracting. Except as set forth in Schedule 3.22(d), Seller and its Affiliates have operated the Business in compliance with all requirements of all material laws pertaining to all Government Contracts and bids. (e) Except as set forth in Schedule 3.22(e), no statement, representation or warranty made by Seller in any Government Contract, any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government or any non-U.S. government in connection with any Government Contract or bid (i) contained on the one handdate so furnished or submitted any untrue statement of a material fact, and any governmental body or any prime contractor failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading or subcontractor (at any tierii) of any governmental body, contains on the other hand. As used hereindate hereof any untrue statement of a material fact, “Government Proposal” means or fails to state a bidmaterial fact necessary to make the statements contained therein, quotein light of the circumstances in which they are made, tendernot misleading, offer except in the case of both clauses (i) and (ii) any untrue statement or proposal which, if accepted, failure to state a material fact that would not result in any material liability to the Business as a Government Contractresult of such untrue statement or failure a material fact.

Government Contracts. Except as set forth in Section 5.1(t) of the Company Disclosure Schedule: (i) as described in To the Registration StatementKnowledge of the Company, since the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectApplicable Date, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals outstanding Bid (as defined below) to which the Company or its Subsidiaries is a party: (i) the Company and the its Subsidiaries has complied in all material respects with all material terms and conditions of such Government Contract or Bid, including clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (including ii) the Company and its Subsidiaries has complied in all material respects with all applicable requirements of statute, rule, regulation, order or agreement with the U.S. Government pertaining to such Government Contract or Bid; (iii) all material representations and material certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and Government Proposalcomplete in all material respects as of their effective date, including compliance and the Company and its Subsidiaries have complied in all material respects with accounting requirementsall such material representations and material certifications; (2iv) neither the Company U.S. Government, nor any of its subsidiaries nor prime contractor, subcontractor or any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor other person has notified the Company or any of its subsidiaries, as applicableSubsidiaries, in writing of any breach or violation of any applicable law writing, that remains unresolved and pertains to any Government Contract; (4) neither the Company nor or any of its Subsidiaries has received breached or violated any notice of Law pertaining to such Government Contract or Bid, except for such breaches or violations that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect; (v) no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved has been issued in writing and pertains not resolved or cured; (vi) no material cost incurred by the Company or any of its Subsidiaries has been questioned in writing or disallowed other than those which have been resolved. (ii) Since the Applicable Date, the Company and each of its Subsidiaries are and have been in compliance in all material respects with Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and all implementing regulations, all as amended, with respect to any each Government Contract; (5) neither . Since the Applicable Date, the Company and each of its Subsidiaries are and have been in compliance in all material respects with all applicable foreign laws, rules, regulations, decisions and orders relating to personnel policies, affirmative action, and/or government contracts in each jurisdiction in which the Company or any of its Subsidiaries has business operations. (iii) To the Knowledge of the Company, since the Applicable Date, there has been no (A) civil fraud, false claim, criminal act or bribery (in each case as such concept is defined under the state or federal laws of the United States), or any other material violation of applicable law, by the Company or any of its Subsidiaries or any director, officer, principal or employee of the Company or its Subsidiaries, (B) written request by a Governmental Entity for a material contract price adjustment based on a claimed material disallowance by the Defense Contract Audit Agency (or other applicable Governmental Entity) or a written material claim of defective pricing in material violation of the applicable acquisition or procurement regulations of a Governmental Entity, or (C) material dispute between the Company or any of its Subsidiaries and a Governmental Entity (other than disputes in the ordinary course of business which are no longer outstanding). To the Knowledge of the Company, since the Applicable Date, none of the Company or any of its Subsidiaries, nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewtheir respective affiliates, directors, officers, or made any voluntary principals has or mandatory disclosure to any governmental body currently is under administrative, civil or criminal investigation, indictment or information or material audit (other than routine audits) with respect to any alleged material irregularity, misstatement, significant overpayment material misstatement or violation of law material omission arising under or relating to any Government Contract; (7) neither the Company nor any Contract or Bid and none of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSubsidiaries nor any of their respective affiliates, on directors, officers, or principals has made or has been required to make a disclosure pursuant to applicable regulations with respect to any alleged material irregularity, material misstatement or material omission arising under or relating to any Government Contract or Bid. (iv) None of the one handCompany or its Subsidiaries, and nor, to the Company’s Knowledge, any governmental body of their respective affiliates, directors, or any prime contractor officers is, or subcontractor (at any tier) of any governmental bodytime since the Applicable Date has been, on suspended or debarred from doing business with the other hand. As used hereinU.S. Government or, “to the Company’s Knowledge, has been declared nonresponsible or ineligible for U.S. Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractcontracting.

Government Contracts. Except (a) Section 3.20(a) of the Disclosure Schedules lists all: (i) as described Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received, in each case, exceeding annual recurring revenue of $250,000 (the Registration Statement“Current Government Contracts”), the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected Government Contracts pursuant to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) which the Company and each its Subsidiaries is currently or is reasonably likely to experience cost, schedule, technical or quality problems that would reasonably be likely to result in claims against the Company (or its respective successors in interest) by a Governmental Authority, a prime contractor or a higher-tier subcontractor. The Company has delivered to the Buyer true and complete copies of its subsidiaries all Current Government Contracts and of all Government Contract Bids, including any and all amendments and other modifications thereto, and has provided the Buyer with access to true and correct copies of all documentation related thereto; provided, that the Company has not delivered copies of any Current Government Contract whose existence or terms is subject to classified requirements. (b) Each Current Government Contract was legally awarded, is binding on the parties thereto, and is in full force and effect. The Current Government Contracts are not currently the subject of bid or award protest proceedings and, to the Knowledge of the Company, no Current Government Contract is reasonably likely to become the subject of bid or award protest proceedings, and no Person has notified the Company that any Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract intends to cancel or reduce the value of any Current Government Contract or to seek the Company’s agreement to lower rates under any Government Contract or Government Contract Bid. (c) To the Knowledge of the Company, within the last three (3) years, the Company has complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including each Current Government Contract and Government Contract Bid, and has performed all representations obligations thereunder. To the Knowledge of the Company, the Company and its Subsidiaries have complied in all material respects with all statutory and regulatory requirements applicable to each Current Government Contract and Government Contract Bid. To the Knowledge of the Company, the representations, certifications relating to) and warranties related to each Government Contract and Government ProposalContract Bid were accurate in all material respects as of their effective date and remain accurate or have been updated as circumstances permit, including compliance with accounting requirements; (2) neither and the Company has complied in all material respects with all such representations, certifications and warranties. The Company has not received any past performance evaluation or rating with less than a “satisfactory” rating for any performance element that could reasonably be expected to adversely affect the evaluation of the Company’s bids or proposals for future Government Contracts. There has not been any material withholding or setoff related to any Current Government Contract. (d) With respect to the Current Government Contracts, no Governmental Authority, prime contractor, or higher-tier subcontractor under a Government Contract, nor any other Person, has notified in writing or, to the Knowledge of the Company, notified verbally, the Company of any actual or alleged violation or breach in any material respect of any statute, regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification. (e) None of the Current Government Contracts listed in Section 3.20(a) of the Disclosure Schedules was awarded on the basis of its subsidiaries nor any of their respective Principals status as (i) a Small Business (as defined in 48 C.F.R. § 2.101), or, to the knowledge regulations of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsibleU.S. Small Business Administration at 13 C.F.R. Part 121); (3ii) no governmental body a Small Disadvantaged Business (as defined in the regulations of the U.S. Small Business Administration at 13 C.F.R. Part 124); or prime contractor (iii) a Service-Disabled Veteran-Owned Small Business or subcontractor has notified a Veteran- Owned Small Business (as defined in the regulations of the U.S. Small Business Administration at 13 C.F.R. Part 125). Each representation and/or certification made by the Company and its Subsidiaries or incorporated into any Government Contract or Government Contract Bid that pertains to any size status or other preferential status was current and accurate as of its effective date. The Company and its Subsidiaries have complied with all Laws that require the Company or any of its subsidiaries, as applicable, in writing Subsidiaries to provide notice or acknowledgement of any breach change in size status or violation of any applicable law that remains unresolved and pertains to any Government Contract; preferential status. (4f) neither Neither the Company nor any of its Subsidiaries has received taken any notice of termination for default, cure notice action or show cause notice that remains unresolved and pertains is party to any litigation that could reasonably be expected to give rise to: (i) liability under the False Claims Act, (ii) a claim for price adjustment under the Truthful Cost or Pricing Data Act or FAR Part 31 cost principles, (iii) any other request for a reduction or cost adjustment in the price of any Government Contract; (5) neither Contracts. There exists no basis for a claim of any liability of the Company nor by any of Governmental Authority due to defective cost or pricing data, or other than certified cost or pricing data. The Company and its subsidiaries has received any written or oral notice Subsidiaries are not aware of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewallegation, act, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularityomission arising under, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; potential liability under (7i), (ii) neither or (iii) above, and none of the Company nor and its Subsidiaries have not made a voluntary or involuntary disclosure to any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except for Section 4.14(a), which applies to the time periods set forth therein, at all times since January 1, 1998: (a) Section 4.14(a)(i)-(iv) of the Parent Disclosure Schedules set forth a true and complete list of (i) as described in all Government Contracts, past and present, awarded by the Registration StatementGovernment or by any higher tier subcontractor or prime contractor to the Government to Parent or any of its Subsidiaries since December 31, the Time of Sale Prospectus and the Prospectus or 2002, (ii) as would not reasonably all Government Contracts (including options) currently in force between Parent or any of its Subsidiaries and either the Government or any higher tier subcontractor or prime contractor of the Government, (iii) all outstanding quotations, bids and proposals submitted by Parent or any of its Subsidiaries to either the Government or any proposed higher tier subcontractor or prime contractor of the Government, and (iv) all Government Contracts (including options) on which delivery or performance is currently in an unsatisfactory or delinquent status, behind schedule or which Parent or any of its Subsidiaries has Actual Knowledge or should have Actual Knowledge will be expected to have a Material Adverse Effectunsatisfactory, behind schedule or delinquent in the future. (b) Parent has complied in all material respects with all statutory and regulatory requirements with respect to each Government Contract (as defined below): (A) during the five years prior and each bid, quotation or proposal submitted by Parent to the date hereof, Government or any prospective higher tier subcontractor or prime contractor of the Government. (1c) the Company and each of its subsidiaries Parent has complied in all material respects with all lawseach and every certification executed, regulations and requirements applicable acknowledged or set forth by Parent with respect to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract awarded to Parent and each bid, quotation or proposal submitted by Parent to the Government Proposalor any higher tier subcontractor or prospective prime contractors of the Government. (d) Parent has complied in all material respects with each representation executed, including compliance acknowledged or set forth by Parent with accounting requirements; respect to each Government Contract awarded to Parent and each and every bid quotation or proposal submitted by Parent to the Government or any higher tier subcontractor or prospective prime contractor of the Government. (2e) neither Parent has complied in all material respects with all contract clauses, provisions and requirements incorporated expressly, by reference, or by operation of Law in each Government Contract awarded to Parent. (f) Any and all facts set forth in or acknowledged by Parent in any certifications, representations or disclosure statements submitted by Parent with respect to any Government Contract were current, accurate and complete in all material respects as of the Company date of submission. (g) Neither the Government nor any higher tier subcontractor or prime contractor has notified Parent, either orally or in writing, that Parent has breached or violated in all material respect any regulation, statute, certification, representation or contract clause, provision or requirement with respect to any Government Contract awarded to Parent or with respect to any bid, quotation or proposal submitted by Parent. W02-SD:6AFP1\51393538 -41- Agreement and Plan of Merger 09EY-117690 PAGE (h) Parent is not currently debarred or suspended from doing business with the Government and Parent knows of no circumstances that would warrant the institution of debarment or suspension proceedings in the future. (i) No show cause notices or cure notices have been issued against Parent on any of its subsidiaries nor Government Contracts with the Government or on any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains Contracts relating to any Government Contract; . (4j) neither the Company nor No default terminations have ever been issued against Parent on any of its Subsidiaries has received Contracts with the Government or on any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains its Contracts relating to any Government Contract; . (5k) neither No negative determination of responsibility has ever been issued against Parent in connection with any bid, quotation or proposal submitted by Parent. (l) No costs incurred by Parent have been disallowed or, within the Company last six months, questioned, in either case as a result of a finding or determination of any kind by the Government. (m) Neither the Government nor any higher tier subcontractor or prime contractor under a Government prime contract has withheld or setoff monies, or in the last six months attempted to withhold or set off material monies, due to Parent or has made any claims against Parent under any of its subsidiaries has received Contracts, and there are no outstanding claims arising under any written or oral notice of any audits or investigations that pertains to a Government Contract; . (6n) neither the Company nor To Parent's Knowledge there are not any irregularities, misstatements or omissions relating to any of its subsidiaries has conducted an internal Government Contracts, bids, quotations or proposals, past or present, that have led or could lead to, either before or after the Merger, (i) any administrative, civil or criminal investigation or compliance reviewindictment of Parent, (ii) the questioning or disallowance of any costs submitted for payment by Parent or The Company, (iii) the recoupment of any payments previously made to Parent, or made (iv) the assessment of any voluntary penalties or mandatory disclosure to damages of any governmental body kind against Parent or The Company, arising out of such irregularities, misstatements or omissions. (o) Parent is not currently under administrative, civil or criminal investigation indictment with respect to any alleged irregularity, misstatementmisstatement or omission arising under or in any way relating to any of its Government Contracts, significant overpayment bids, quotations or violation proposals, past or present. (p) Except as set forth in Section 4.14(p) of law the Parent Disclosure Schedules, there exist (i) no outstanding claims against Parent either by the Government or by higher tier subcontractor, any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract; , (7ii) neither no facts or allegations which are known or should be known by Parent upon which such a material claim may reasonably be based in the Company nor future, (iii) no disputes between Parent and the Government or any of its subsidiaries has been subject prime contractor, higher or lower tier subcontractor or vendor arising under or relating to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; , and (8) neither iv) no facts or allegations which are known or should be known by Parent over which such a material dispute may reasonably arise in the Company nor future. (q) Except as set forth in Section 4.14(q) of the Parent Disclosure Schedules, Parent is not undergoing and has not undergone any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authorityaudit, and has no Governmental Authority has withheld Actual Knowledge or set off reason to know of any basis for impending audits in the future, arising under or attempted relating to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. Except (ia) Schedule 4.18(a) of the Disclosure Schedules lists each of the Government Contracts of the Company and its Subsidiaries under which performance is ongoing that provides for receipt by the Company of more than $1,000,000 per year. (b) Each Government Contract under which performance is ongoing is valid and binding on the Company or the applicable Subsidiary, as described the case may be, and, to the Knowledge of the Company, the counterparties thereto, and is in full force and effect, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar Laws and principles of equity affecting creditors’ rights and remedies generally. The Company entered into each Government Contract under which performance is ongoing in the Registration Statementordinary course of business consistent with past practice and, based upon assumptions that the Time Company believes to be reasonable and subject to such assumptions being fulfilled, should be capable of Sale Prospectus being performed in accordance with its terms and conditions without a loss. The Company has provided to the Prospectus or Buyer true and complete copies of each Government Contract of the Company and its Subsidiaries under which performance is ongoing that provides for receipt by the Company of more than $1,000,000 per year, as amended through the date hereof. (iic) as would not reasonably be expected to have a Material Adverse EffectSince August 1, 2006, with respect to each executory Government Contract (as defined below): ) or outstanding Bid to which the Company or any of its Subsidiaries is a party: (A) during the five years prior to the date hereof, (1i) the Company and each of its subsidiaries Subsidiaries has complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of (including all representations and certifications relating to) each such Government Contract and Government Proposal, including compliance with accounting requirements; or Bid; (2ii) neither the Company nor any of its subsidiaries Subsidiaries, nor to the Knowledge of the Company any other party, is in material breach, default or violation (and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any material term, condition or provision of any Government Contract to which the Company or any of its Subsidiaries is now a party, or by which any of them or any of their respective Principals properties or assets may be bound; (iii) the Company and each of its Subsidiaries has complied in all material respects with all material requirements of any statute, rule, regulation, order or agreement with the U.S. Government pertaining to such Government Contract or Bid; (iv) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and complete in all material respects as defined of their effective date, and the Company and each of its Subsidiaries has complied in 48 C.F.R. § 2.101), or, to the knowledge all material respects with all such representations and certifications; (v) except as set forth in Schedule 4.18(c) of the CompanyDisclosure Schedules, current employees is neither the U.S. Government, nor any prime contractor, subcontractor or has been suspended or debarredother Person, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicableSubsidiaries, in writing of any breach or violation of any applicable law writing, that remains unresolved and pertains to any Government Contract; (4) neither the Company nor or any of its Subsidiaries has received materially breached or violated any statute, rule, regulation, certification, representation, clause, provision or requirement; (vi) no termination notice of termination for defaulthas been issued, and no cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject issued and not resolved or cured; and (vii) none of the Company’s Government Contracts was awarded pursuant to a civil fraud law suit the Small Business Innovative Research program or received a subpoena any small business set-aside program administered by the Small Business Administration or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, Company’s “Government Contractsmall business” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractpreferred status under applicable Law.

Government Contracts. Except (ia) as described in the Registration StatementNeither Parent, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)Subsidiaries, orthe Subject Joint Venture nor, to the knowledge Knowledge of the CompanyParent, current employees their respective managers, directors or officers, employees, consultants or agents, is or has been (i) debarred suspended or debarred, excluded from participation in or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any award of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4ii) neither proposed for suspension, debarment, or exclusion from participation in or the Company award of any Government Contract, or (iii) subject to a finding of non-responsibility or ineligibility for the award any Government Contract. (b) Each of Parent, its Subsidiaries and the Subject Joint Venture, to the Knowledge of Parent, has (i) complied with all material terms and conditions of its Government Contracts; (ii) complied with all material requirements of Law pertaining to its Government Contracts; (iii) ensured that all representations and certifications executed with respect to its Government Contracts were accurate and truthful in all material respects as of their effective date; and (iv) not violated, in any material respect, any Law or contractual restriction associated with the employment of (or discussions concerning possible employment with) current or former officials or employees of a Governmental Entity, including but not limited to the “revolving door” and “financial interest” restrictions set forth at 18 U.S.C. § 207 and § 208. (c) Neither Parent nor any of its Subsidiaries or the Subject Joint Venture has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5i) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Governmental Entity with respect to any alleged irregularity, unlawful conduct, misstatement, significant overpayment overpayment, or violation of law omission arising under or relating to any a Government Contract; (7ii) neither received any written (or, to the Company Knowledge of Parent, oral) notice of any determination by a Governmental Entity regarding, nor entered into a consent order or administrative agreement, with a Governmental Entity regarding, any suspected, alleged, or possible fraud, defective pricing, mischarging, improper payments, unauthorized release of information, irregularity, misstatement, omission or violation of Law or regulation, or any administrative or contractual requirement related to a Government Contract; (iii) received any written (or, to the Knowledge of Parent, oral) notice of complaint (whether or not sealed or partially unsealed) regarding any suspected, alleged, or possible fraud, defective pricing, mischarging, improper payments, unauthorized release of information, irregularity, misstatement, omission or violation of law or regulation, or any administrative or contractual requirement related to a Government Contract; nor (iv) received subpoenas, search warrants, or civil investigative demands addressed to or requesting information involving Parent or any of its members, managers, officers, employees, affiliates, consultants, agents, or representatives in connection with or concerning any information related to a Government Contract. (d) Neither Parent nor any of its subsidiaries has been subject to a civil fraud law suit Subsidiaries or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries Subject Joint Venture currently holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) classified Government Contract or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in performs under a Government ContractContract requiring access to classified information.

Government Contracts. (a) Except (ias set forth in Section 3.13(a) as described in of the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectSeller Disclosure Schedules, with respect to each Government Contract that applies to the operation of the Business: (i) the applicable Seller Entity or Purchased Entity (or Subsidiary thereof) is in compliance with all applicable Laws, terms, and conditions of such Government Contract; and (ii) the applicable Seller Entity or Purchased Entity (or Subsidiary thereof) is in compliance in all material respects with all requirements of applicable Law pertaining to such Government Contract including XXXX, FAR and the Cost Accounting Standards. (b) Except as defined below): set forth in Section 3.13(b) of the Seller Disclosure Schedules, since October 1, 2017, (i) none of the Seller Entities or Purchased Entities (or Subsidiaries thereof), in each case with respect to the Business, has received any written notice or, to the Knowledge of Seller, any oral notice, from a Governmental Entity with respect to, and (ii) none of the Seller Entities or Purchased Entities (or Subsidiaries thereof), in each case with respect to the Business, is or has been a party to any litigation which would reasonably be expected to give rise to, any liability under (A) during the five years prior False Claims Act, (B) XXXX or (C) Government Contract clauses or regulations relating to price reductions or defective pricing. Since October 1, 2017, none of the Seller Entities or Purchased Entities (or Subsidiaries thereof), (x) has received any notice from employees, consultants, independent contractors, or agents of such Seller Entity or Purchased Entity (or Subsidiary thereof), in each case with respect to the date hereofBusiness, or (y) has conducted or initiated any internal investigation for which it engaged outside counsel, a forensic accounting firm or any Person, or made any voluntary or involuntary disclosure under the FAR mandatory disclosure provisions to any Governmental Entity, in each case with respect to or concerning any actual, alleged or potential violation under clauses (A), (B) or (C) of the immediately preceding sentence. (c) Except as set forth in Section 3.13(c) of the Seller Disclosure Schedules, with respect to each Government Contract under which final payment was received by a Seller Entity or Purchased Entity (or Subsidiary thereof), in each case with respect to the Business, since October 1, 2017, Seller has not had credible evidence that a Principal, Employee, Agent, or Subcontractor (as such terms are defined by FAR 52.203-13(a)) of such Seller Entity or Purchased Entity (or Subsidiary thereof) has committed a violation of federal criminal Law involving fraud, conflict of interest, bribery or gratuity violations found in Title 18 of the Company and United States Code or a violation of the civil False Claims Act. (d) Except as set forth in Section 3.13(d) of the Seller Disclosure Schedules, since October 1, 2017, none of the Seller Entities or Purchased Entities (or Subsidiaries thereof) or, to the Knowledge of Seller, any of their respective officers or directors, in each case, with respect to the Business, has been or is under indictment, or civil, administrative or criminal investigation by a Governmental Entity involving a Government Contract or Government Bid. Since October 1, 2017, none of its subsidiaries the Seller Entities or Purchased Entities (or Subsidiaries thereof), in each case, with respect to the Business, has complied entered into any consent order or administrative agreement relating directly or indirectly to any Government Contract or Government Bid. (e) To the Knowledge of Seller, since October 1, 2017, none of the Seller Entities or Purchased Entities (or Subsidiaries thereof) or any of their respective directors or officers, in each case, with all lawsrespect to the Business, regulations and requirements applicable is or has been suspended, debarred, proposed for suspension or debarment by a Governmental Entity, or otherwise excluded from participation in the award of Contracts with any Governmental Entity or has been declared ineligible for contracting with any Governmental Entity. To the Knowledge of Seller, no suspension or debarment Proceeding with respect to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor Bids is pending or threatened against any of its subsidiaries nor the Seller Entities or Purchased Entities (or Subsidiaries thereof) or any of their respective Principals directors or officers. (f) Except as defined in 48 C.F.R. § 2.101set forth on Section 3.13(f) of the Seller Disclosure Schedules, the Seller Entities and Purchased Entities (and Subsidiaries thereof), in each case with respect to the Business, have no Government Contracts that were awarded as small business set-asides (total or partial). (g) Except as set forth on Section 3.13(g) of the Seller Disclosure Schedules, since October 1, 2017, (i) none of the Seller Entities or Purchased Entities (or Subsidiaries thereof), in each case with respect to the Business, has received any written or, to the knowledge Knowledge of the CompanySeller, current employees is oral, show cause, cure, deficiency, default, termination or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains similar notice relating to any Government Contract; , (4ii) neither the Company nor any of its Subsidiaries has received any no notice of termination for defaultdefault or convenience, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither Contract has been issued to or threatened, in writing or, to the Company nor Knowledge of Seller, orally, against any of its subsidiaries has been subject the Seller Entities or Purchased Entities (or Subsidiaries thereof), in each case with respect to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; the Business, and (8) neither iii) to the Company nor Knowledge of Seller, no event, condition or omission has occurred or exists that would constitute grounds for any of its subsidiaries is subject to claims or disputes the actions described in excess of $250,000 as a result of a written finding or determination by a Governmental Authorityclauses (i) and (ii) above. (h) Since October 1, and 2017, no Governmental Authority Entity has withheld or set off or attempted to withhold or set off, setoff an amount in excess of $250,000 2,000,000 otherwise due or payable to the Company Seller Entities or any subsidiary Purchased Entities (or Subsidiaries thereof), in each case with respect to the Business, under any Government Contract; . To the Knowledge of Seller, all invoices and claims (Bincluding, without limitation, requests for progress payments and provisional costs payments) neither submitted under any Government Contract were current, accurate and complete in all respects. (i) Except as set forth on Section 3.13(i) of the Company nor Seller Disclosure Schedules, since October 1, 2017, none of the Seller Entities or Purchased Entities (or Subsidiaries thereof) has received any written notice or, to the Knowledge of its subsidiaries holds a facility security clearance Seller, oral notice, of any claims or contract disputes valued over $2,000,000 that are currently outstanding against or involve the Seller Entities or the Purchased Entities (or Subsidiaries thereof), in each case in respect of the Business, relating to any Government Contract or Government Bid. (j) None of the Seller Entities or Purchased Entities, in each case with respect to the Business, performs any activities under Government Contracts, or has any other relationship with any Person, that could result in an “organizational conflict of interest” as defined in FAR Subpart 9.5 and agency supplements thereto. (k) Each Seller Entity and Purchased Entity is in compliance with all applicable national security obligations, including those specified in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body supplements, amendments or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractrevised editions thereof.

Government Contracts. Except (ia) as described in the Registration StatementSince January 1, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect2012, with respect to each Government Contract and Government Bid of the Company or any of its Subsidiaries, except as would not have, individually or in the aggregate, a Material Adverse Effect: (as defined below): (A) during the five years prior to the date hereof, (1i) the Company and each of its subsidiaries Subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (such Government Contract and Government Bid, including regulatory provisions included or incorporated by reference into each such Government Contract and Government Bid, and Laws applicable to each such Government Contract or Government Bid; and all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither made by the Company nor or any of its subsidiaries nor Subsidiaries with respect to any Government Contract or Government Bid were accurate as of their respective Principals effective date; (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3ii) no governmental body Governmental Entity or prime contractor or subcontractor other Person has notified the Company or any of its subsidiaries, as applicable, Subsidiaries in writing that the Company or any of its Subsidiaries, or any officer or employee of the Company of any breach of its Subsidiaries, has breached or violation of violated any applicable law that remains unresolved Law, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Bid, and pertains there are no pending audits or investigations relating to any Government Contractsuch alleged breaches or violations; and (4iii) neither the Company nor any of its Subsidiaries has received made any notice voluntary or mandatory disclosure in writing to any Governmental Entity with respect to any violation of Law arising under or relating to any Government Contract or Government Bid. (b) Since January 1, 2012, with respect to each Government Contract of the Company or any of its Subsidiaries, except as would not have, individually or in the aggregate, a material effect on the Company and its Subsidiaries, taken as a whole, no termination for convenience, termination for default, cure notice or show cause notice that has been issued to the Company or any of its Subsidiaries and remains unresolved and pertains pertaining to any Government Contract; . (5c) Except as would not have, individually or in the aggregate, a Material Adverse Effect, there are no outstanding disputes between the Company or any of its Subsidiaries and any Governmental Entity or any other Person arising under or relating to any Government Contract or Government Bid. (d) Since January 1, 2012, neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company Subsidiaries nor any Principal (as that term is defined in FAR 52.203-13) of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under of the Company’s Subsidiaries are or have been debarred, noticed for debarment or suspended from participation in the award of contracts with the U.S. Government or any other Governmental Entity (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements), and no suspension or debarment actions with respect to Government Contract; and (B) neither Contracts have been commenced or, to the Knowledge of the Company, threatened against the Company, any Subsidiary of the Company nor or any Principal (as that term is defined in FAR 52.203-13) of the Company or any of the Company’s Subsidiaries. (e) The Company and its subsidiaries holds a Subsidiaries maintain and possess facility security clearance as defined in clearances granted pursuant to the National Industrial Security Program Operating Manual (DoD 5220.22-MNISPOM) by either the United States Department of Defense or other United States Governmental Authorities to perform classified Government Contracts and as otherwise reasonably necessary for the conduct by the Company and its Subsidiaries of their United States government business. The Company and its Subsidiaries have complied in all material respects with all requirements necessary to maintain the facility clearances whether imposed by the NISPOM, Defense Security Service or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract. (f) There are no Government Contracts outside the EPT Business.

Government Contracts. Except In connection with the business of the Company and its Subsidiaries: (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofand Government Contract Bid, (1i) the Company and each of the Company, its subsidiaries Subsidiaries and their respective Affiliates has at all times complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract; (including ii) each of the Company, its Subsidiaries and their respective Affiliates have complied in all representations material respects with all applicable Laws or Contracts pertaining to such Government Contract or Government Contract Bid; (iii) all representations, warranties and certifications relating to) executed, acknowledged or set forth in or pertaining to each such Government Contract or Government Contract Bid were complete and Government Proposalcorrect in all material respects as of their effective date and each of the Company, including compliance its Subsidiaries and their respective Affiliates have complied with accounting requirementsall such representations, warranties and certifications; (2iv) neither the Company no Governmental Authority nor any of prime contractor, subcontractor or other Person has notified in writing the Company, its subsidiaries nor Subsidiaries or any of their respective Principals Affiliates, that the Company, its Subsidiaries or any such Affiliate has breached or violated any Law, enactment, certification, regulation, representation, clause, provision or requirement pertaining to any such Government Contract or Government Contract Bid; (as defined v) no termination for convenience, termination for default, cure notice, show cause notice, or stop work order is currently in 48 C.F.R. § 2.101), or, effect pertaining to such Government Contract; (vi) to the knowledge Knowledge of the Company, current employees no claim for costs incurred by the Company, its Subsidiaries or any of their respective Affiliates pertaining to such Government Contract has been challenged, is the subject of any investigation (other than in connection with a routine audit) or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; disallowed by any Governmental Authority and (3vii) no governmental body or prime contractor or subcontractor has notified money due to the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains Subsidiaries pertaining to any such Government Contract; (4) neither Contract has been withheld, reduced or set off nor has any claim been made to withhold or set off money and, to the Knowledge of the Company, the Company nor and its Subsidiaries are entitled to all progress or other payments received with respect thereto. (b) None of the Company, its Subsidiaries or any of its Subsidiaries their respective Affiliates nor, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants, contractors or agents is or at any time has been, under or received any notice of termination for default, cure notice any planned or show cause notice that remains unresolved and pertains to threatened Action by or before any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Governmental Authority with respect to any irregularityalleged act or omission arising under or relating to any Government Contract or Government Contract Bid and none of the Company, misstatement, significant overpayment its Subsidiaries or any of their respective Affiliates has conducted or initiated any internal investigation or inquiry (other than an informal investigation or inquiry that was resolved without the need for further action) or made a voluntary disclosure to any Governmental Authority with respect to any actual or suspected violation of law Law arising under or relating to any a Government Contract or Government Contract Bid. (c) There are (i) no outstanding Actions against or involving the Company, its Subsidiaries or any of their respective Affiliates, either by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising out of or relating to any Government Contract and (ii) no disputes between the Company, its Subsidiaries or their respective Affiliates, on the one hand, and any Governmental Authority, on the other hand, under any applicable Law, including the Contract Disputes Act of 1978, as amended (41 U.S.C. 601-613), or between the Company, its Subsidiaries and their respective Affiliates, on the one hand, and any prime contractor, subcontractor or vendor, on the other hand, arising under or relating to any Government Contract; (7) neither . To the Company Knowledge of the Company, none of the Company, its Subsidiaries nor their respective Affiliates has any direct or indirect financial interest in any pending or potential Action against or involving any Governmental Authority or any prime contractor, subcontractor or vendor arising out of its subsidiaries has been subject or relating to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; . (d) None of the Company, its Subsidiaries or any of their respective Affiliates has been debarred or suspended from participation in the award of Contracts with any Governmental Authority. To the Knowledge of the Company, there exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, its Subsidiaries or any of their respective Affiliates, or any director, officer or employee of the Company, its Subsidiaries or any of their respective Affiliates. The Company’s and its Subsidiaries’ cost accounting and procurement systems and the associated entries reflected in the Company’s financial statements included in the Filed Company ISA Documents with respect to the Government Contracts have at all times been in compliance in all material respects with applicable Laws. (8) neither e) All test and inspection results provided by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority pursuant to any Government Contract or to any other Person pursuant to a Government Contract or as a part of the delivery to any Governmental Authority or other Person pursuant to a Government Contract of any article designed, engineered, manufactured or repaired by the Company, its Subsidiaries or any of their respective Affiliates were complete and correct in all material respects. The Company and its Subsidiaries have provided all test and inspection results to any Governmental Authority or to any other Person pursuant to a Government Contract as required by applicable Laws and the terms of the applicable Government Contract. (f) To the Knowledge of the Company, no statement, representation or warranty made by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with any Government Contract or to another party where the ultimate contracting party is a Governmental Authority contained any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. (g) None of the Company, its Subsidiaries or any of their respective Affiliates is in possession of any material property owned by any Governmental Authority, including material, tooling and test equipment, provided or necessary to perform the obligations under, or for which the Surviving Corporation could be held accountable under, any Government Contracts. (h) Each Government Contract was entered into in the ordinary course of business. (i) No reasonable basis exists to give rise to a claim against the Company nor or its Subsidiaries for fraud (as such concept is defined under the state or federal laws of the United States) in connection with any of Government Contract or Government Contract Bid under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act or other laws adopted by any other Government Authority, as applicable. The Company, its subsidiaries is subject Subsidiaries and their respective Affiliates, have not made any mandatory disclosure under FAR 52.203-13(b)(3) or any voluntary disclosure to any Governmental Authority with respect to any alleged unlawful conduct, misstatement or omission arising under or relating to any Government Contract or Government Contract Bid, and there are no facts that would require mandatory disclosure under FAR 52.203-13(b)(3). (j) There are no outstanding claims or disputes in excess of $250,000 as a result of a written finding or determination against the Company, its Subsidiaries, and their respective Affiliates, either by a Governmental Authority or by any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Contract Bid. There are no outstanding disputes between the Company, its Subsidiaries and their respective Affiliates on the one hand, and any Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set offon the other hand, an amount in excess of $250,000 otherwise due or payable to under the Company Contract Disputes Act or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) other federal statute, or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of Company, its subsidiariesSubsidiaries, and their respective Affiliates, on the one hand, and any governmental body prime contractor, subcontractor or any prime contractor or subcontractor (at any tier) of any governmental bodyvendor, on the other hand. As used herein, “arising under or relating to any such Government Proposal” means a bid, quote, tender, offer Contract or proposal which, if accepted, would result in a Government ContractContract Bid.

Government Contracts. Except (ia) as described To the Knowledge of the Company, all of the Government Contracts were legally awarded, are binding on the parties thereto, and are in the Registration Statement, the Time of Sale Prospectus full force and the Prospectus or effect. (iib) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company The Acquired Corporations and each of its subsidiaries has complied their employees are in compliance in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract to which they are parties, and Government Proposal, including compliance with accounting requirements; are performing in all material respects all obligations to be required to be performed by them thereunder. (2c) neither the Company nor Neither any of its subsidiaries the Acquired Corporations nor any of their respective Principals current officers or directors or principals or employees (as defined in 48 C.F.R. § 2.101), or, to FAR 52.209-5) have been debarred or suspended from doing business with the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company United States Government or any of its subsidiariesagencies or any other Governmental Body (other than Governmental Bodies with whom the Acquired Corporations are prohibited from doing business pursuant to Legal Requirements), as applicablereceived written notice that any such suspension or debarment action has been proposed, or otherwise excluded from participation in writing the award of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; , or for any reason listed on the List of Parties Excluded from Federal Procurement and Non-procurement Programs (4) neither available at xxx.xxxx.xxx). No circumstances exist to the Knowledge of the Company nor that would warrant the institution of suspension or debarment proceedings against the Company, any of its Subsidiaries has received Subsidiaries, or any notice of their respective current officers or directors or principals or employees in connection with the performance of their duties for or on behalf of the Acquired Corporations. (d) No show cause notices, notices of termination for default, or cure notice or show cause notice that remains unresolved and pertains notices have been issued relating to any Government Contract; (5) neither Contract against any of the Acquired Corporations, except as to any such cure notices, those with respect to which cure has been made in the ordinary course of business, and to the Knowledge of the Company nor no event, condition or omission has occurred or exists that have resulted in a termination for default of such Government Contract. Other than routine cost or pricing audits, none of the Acquired Corporations is being audited as of the date hereof by any of its subsidiaries Governmental Body relating to any Government Contracts which audit has received any written or oral notice of any audits or investigations that pertains been found to result in noncompliance with a Government Contract; . (6e) neither the Company nor Neither any of its subsidiaries has conducted an internal investigation the Acquired Corporations nor (to the Knowledge of the Company) any of their respective officers or compliance reviewdirectors or principals (as defined in FAR 52.209-5) are currently, and none of the foregoing have been since January 1, 2009, (i) charged with, received, or made been advised in writing or orally of any voluntary charge, investigation, claim, or mandatory disclosure to any governmental body assertion of, or indicted or convicted for, criminal activity with respect to any irregularity, misstatement, significant overpayment or alleged material violation of law arising under a Government Contract, or relating (ii) had a civil judgment rendered against them with respect to any Government Contract; (7) neither the Company nor any alleged material violation of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract. (f) Since January 1, 2009, none of the Acquired Corporations has made any voluntary disclosure regarding material non-compliance relating to any material Government Contract that remains uncured or unresolved in any material respect. (g) To the Knowledge of the Company, none of the Acquired Corporations has taken any action or is a party to any litigation pertaining to any Government Contract that could reasonably be expected to give rise to: (i) liability under the False Claims Act, (ii) a claim for price adjustment under the Truth in Negotiations Act, (iii) a claim under the Contract Disputes Act, or (iv) any other request for a reduction in the price of any Government Contract.

Government Contracts. Except (ia) as described in During the Registration Statementlast six (6) years, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received (i) breached or violated in any notice material respect any Government Contract; (ii) been audited, with the exception of termination for defaultroutine audits, cure notice or show cause notice that remains unresolved and pertains investigated by any Governmental Entity with respect to any Government Contract; (5iii) conducted or initiated any internal investigation or made any disclosure with respect to any alleged or potential material irregularity, misstatement or omission arising under or relating to a Government Contract; (iv) received from any Governmental Entity or any other Person any written notice of breach, cure, show cause or default with respect to any Government Contract; (v) had any Government Contract terminated for cause or default by any Governmental Entity or any other Person for default or failure to perform; or (vi) been required to renegotiate in any material respect any Government Contract. (b) During the last six (6) years, neither the Company nor any of its subsidiaries has received Subsidiaries, nor, to the Knowledge of the Company, any written of their respective principals (as defined at 48 C.F.R. § 2.101) have been suspended, debarred, or oral notice proposed for debarment by any Governmental Entity or otherwise excluded by any Governmental Entity from participating in any federal procurement or non-procurement programs and, to the Knowledge of the Company, no circumstances exist that would reasonably be expected to lead to the institution of suspension or debarment proceedings against the Company, any audits of its Subsidiaries, or investigations that pertains any of their respective principals. (c) With respect to a each Government Contract; Contract and Government Bid, during the last six (6) neither years, all representations, certifications and disclosures made by the Company and each of its Subsidiaries were complete and accurate in all material respects as of their effective date, and the Company and each of its Subsidiaries has complied in all material respects with all such representations, certifications and disclosures. (d) During the last six (6) years, none of the Company’s or any of its Subsidiaries’ Government Contracts were awarded as a small business set-aside or as a result of any other preferential status. (e) Neither the Company nor any of its subsidiaries Subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure granted to any governmental body with respect Governmental Entity any rights in or licenses to any irregularity, misstatement, significant overpayment or violation of law arising under or its Intellectual Property that differ from its standard commercial licenses relating to any Government Contract; (7) neither the Company nor any use of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued such Intellectual Property. All Intellectual Property delivered by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or its Subsidiaries in connection with a Government Contract or Government Bid has been properly and sufficiently marked. No Intellectual Property used in any subsidiary under any Government Contract; and (B) neither the Company nor any product or service of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on Subsidiaries was conceived or first actually reduced to practice in the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) performance of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in work under a Government Contract. During the last six (6) years, neither the Company nor its Subsidiaries has received any written performance evaluation containing a materially adverse or negative performance rating. (f) To the Knowledge of Company, no actual or potential organizational conflict of interest would prevent the Company or any of its Subsidiaries from fully performing any existing Government Contract or from being awarded a Government Contract as a result of any pending Government Bid, nor, to the Knowledge of the Company will arise solely as a result of the consummation of the transactions contemplated by this Agreement; provided, however, the Company makes no representation as to the impact of Parent’s ownership of the Company post-Closing or the impact of any of Parent’s Affiliates. (g) During the last six (6) years, the Company and its Subsidiaries have established and maintained in all material respects adequate internal controls for compliance with their respective Government Contracts. All invoices and claims for payment, reimbursement or adjustment submitted by the Company and its Subsidiaries were current, accurate and complete in all material respects as of their respective submission dates. There are no outstanding, anticipated, or contemplated material claims or disputes in connection with any of the Company’s or any of its Subsidiaries’ Government Contracts. To the Knowledge of the Company, there are no outstanding or unsettled allegations of fraud, false claims or overpayments nor any investigations or audits, with the exception of routine audits, by any Governmental Entity with regard to any of the Company’s or its Subsidiaries’ Government Contracts, nor has the Company nor any Subsidiary taken any action that would reasonably be expected to give rise to liability for fraud, false claims or overpayments. (h) No Government Contract being performed by the Company or any Subsidiary as of the date of this Agreement has incurred or projects to incur material losses or cost overruns.

Government Contracts. Except (ia) as described To the Knowledge of Sellers, during the past five (5) years, no payment has been made by any of Sellers or the Subsidiaries, or by any Person authorized to act on their behalf, to any Person in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of (or requiring disclosure pursuant to) the Registration Statement, the Time of Sale Prospectus Foreign Corrupt Practices Act or other laws. (b) The Division's cost accounting and the Prospectus or procurement systems with respect to Government Contracts are in compliance in all material respects with all applicable governmental regulations. (iic) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract Contract, except as set forth on Schedule 3.3: (as defined below): (Ai) during the five years prior to the date hereof, (1) the Company each Seller and each of its subsidiaries Subsidiary has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (including ii) each Seller and Subsidiary has complied with all material requirements of applicable laws, rules and regulations pertaining to such Government Contract; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract were complete and Government Proposalcorrect in all material respects as of their effective date, including compliance and each Seller and Subsidiary has complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company United States Government nor any of its subsidiaries nor prime contractor, subcontractor or other Person has notified Sellers or any of their respective Principals (as defined Subsidiary in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is writing that any Seller or Subsidiary has been suspended breached or debarredviolated any applicable law, or proposed for debarment any material certification, representation, clause, provision or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains requirement pertaining to any such Government Contract; (4v) neither the Company nor any of its Subsidiaries has received any notice of since January 1, 1993, no termination for defaultconvenience, cure notice or show cause notice that remains unresolved and pertains has been received by a Seller pertaining to any such Government Contract, except with respect to Government Contracts involving no more than $50,000 per calendar year in the aggregate; and (5vi) neither the Company nor any of its subsidiaries since January 1, 1992, no termination for default has been received any written or oral notice of any audits or investigations that pertains by a Seller pertaining to a Government Contract; . (6d) Except as set forth on Schedule 3.3: (i) neither the Company Sellers nor any of its subsidiaries the Subsidiaries nor, to the Knowledge of Sellers, any of their respective directors, officers or employees is (or during the last five (5) years has conducted an internal investigation been) under administrative, civil or compliance reviewcriminal investigation, or made any voluntary or mandatory disclosure to indictment by any governmental body authority with respect to any alleged irregularity, misstatementmisstatement or omission; and (ii) during the last five (5) years, significant overpayment none of the Sellers or the Subsidiaries has made a voluntary disclosure to the United States Government of any actual or potential violation of law arising under or relating to a Government Contract (whether under the Voluntary Disclosure program of the Department of Defense Inspector General or otherwise), which actual or potential violation of law has not been finally resolved with the United States Government. Any and all disclosures made pursuant to the Voluntary Disclosure program of the Department of Defense Inspector General within the last five (5) years are disclosed on Schedule 3.3, regardless whether the actual or potential violation has been resolved. (e) Except as set forth on Schedule 3.3, to the Knowledge of Sellers, there exist (i) no material outstanding claims against Sellers or any of the Subsidiaries, either by the United States Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract; and (7ii) neither the Company nor no material disputes between any of its subsidiaries has been subject Sellers or the Subsidiaries and the United States Government under the Contract Disputes Act or any other Federal statute or between any of Sellers or the Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and . (8) neither f) None of Sellers or the Company nor Subsidiaries, nor, to the Knowledge of Sellers, any of its subsidiaries their directors, officers or employees is (or during the last five (5) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject to claims or disputes in excess of $250,000 as a result of a written finding of nonresponsibility or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any ineligibility for United States Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractcontracting.

Government Contracts. Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither Neither the Company nor any Subsidiary has received notice of any claim, suit or investigation asserting or alleging the commission of criminal acts or bribery by either the Company or any Subsidiary with respect to any contract between the Company or any Subsidiary and the United States government or a department or agency thereof (a "Government Contract"). Neither the Company nor any Subsidiary has been debarred or suspended from participation in the award of contracts with the United States government or any agency or department thereof (it being understood that debarment and suspension does not include ineligibility to bid for certain contracts due to generally applicable bidding requirements). Neither the Company or any Subsidiary has received written notice of any kind from the United States government or any agency or department thereof alleging any violation, or notifying the Company or any Subsidiary of any investigation of a possible violation, of any applicable law, rule, or regulation of the Company or any Subsidiary or any act for which the Company or any Subsidiary could be debarred or suspended from contracting with any agency of any government, or prohibiting or seeking to prohibit the Company or any Subsidiary from conducting, or restricting or seeking to restrict the Company's or any Subsidiary's ability to conduct, all or any part of its subsidiaries nor business or operations or from contracting with any of their respective Principals (as defined in 48 C.F.R. § 2.101)government. No payment has been made by the Company or any Subsidiary, or, to the best knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of Subsidiary, by any person acting on its subsidiariesor their behalf, as applicable, to any person in writing of connection with any breach or Government Contract in violation of any applicable law that remains unresolved procurement laws or regulations or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act. The cost accounting and pertains to any Government Contract; (4) neither purchasing systems maintained by the Company nor any of and its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation Government Contracts are in compliance with all applicable United States government Laws and regulations in all material respects. The Disclosure Schedule identifies the current reasonable best estimate of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject the "cost to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and complete" of each material firm fixed price contract (8) neither the Company nor any of its subsidiaries is subject other than contracts on an indefinite delivery/indefinite quantity basis) pursuant to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to which the Company or any subsidiary Subsidiary is required to perform services and/or deliver products and the Company's current reasonable best estimate of the aggregate amount of payments to be received under any Government Contract; and (B) neither each such contract. None of such contracts has accrued or is expected by the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would to result in a Government Contractany losses.

Government Contracts. (a) Except (i) as described set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for inaccuracies in the Registration Statementfollowing as have not had, the Time of Sale Prospectus and the Prospectus or (ii) as would may not reasonably be expected to have a Material Adverse EffectEffect on the Business, with respect to each fixed price Government Contract with a backlog value in excess of $5,000,000, each "cost plus" Government Contract with a backlog value in excess of $7,500,000 and each Bid that, if accepted, would result in such a Government Contract (as defined below): (Aa "Government Bid") during the five years prior to which Lockheed Martin or any Affiliated Transferor xx x party with respect to the date hereofBusiness, (1i) to the Company and each knowledge of its subsidiaries Lockheed Martin, Lockheed Martin (or the appxxxxxxe Affiliatex Xxxnsferor) has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (such Government Contract or Government Bid, including all representations clauses, provisions and certifications relating to) each Government Contract and Government Proposalrequirements incorporated expressly, including compliance with accounting requirementsby reference or by operation of law therein; (2ii) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of Lockheed Martin, Lockheed Martin (or the Company, current employees is xxxxicable Affilxxxxx Transferor) has complied with all requirements of all Applicable Laws or has been suspended agreements pertaining to such Government Contract or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsibleGovernment Bid; (3iii) no governmental body to the knowledge of Lockheed Martin, all representations and xxxxifications executed, acknowledged or prime contractor set forth in or subcontractor pertaining to such Government Contract or Government Bid were complete and correct as of their effective date, and Lockheed Martin (or the applicable Affilixxxx Xransferor) has notified the Company or any of its subsidiaries, as applicable, complied in writing of any breach or violation of any applicable law that remains unresolved all respects with all such representations and pertains to any Government Contractcertifications; (4iv) neither the Company U.S. Government nor any of its Subsidiaries prime contractor, subcontractor or other Person has received notified Lockheed Martin (or the applicable Affiliaxxx Xxansferor) that Lockheed Martin (or the applicable Affiliatxx Xxxnsferor) has breached or violated any notice of Applicable Law, certification, representation, clause provision or requirement pertaining to such Government Contract or Government Bid; (v) no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect pertaining to any such Government ContractContract or Government Bid; (5vi) neither to the Company nor knowledge of Lockheed Martin, no cost incurred by Lockhxxx Xxrtin (or the applicable Affiliatxx Xxxnsferor) pertaining to such Government Contract or Government Bid has been questioned or challenged, is the subject of any investigation or has been (or could reasonably be expected to be) disallowed by the U.S. Government; (vii) to the knowledge of Lockheed Martin, no money due to Lockheed Maxxxx (or the applicable Affiliated Xxxxsferor) pertaining to such Government Contract or Government Bid has been (or has attempted to be) withheld or set off and Lockheed Martin (or the applicable Affiliatex Xxxxsferor) is entitled to all progress payments with respect thereto and (viii) each Government Contract is valid and subsisting. (b) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, with respect to the Business; (i) to the knowledge of Lockheed Martin, none of its subsidiaries respective emploxxxx, consultants or agents is (or during the last five years has received been) under administrative, civil or criminal investigation, indictment or information by any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewGovernmental Authority, or made any voluntary audit or mandatory disclosure to any governmental body investigation by Lockheed Martin with respect to any irregularityalleged xxxxxularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government ContractContract or Government Bid; and (7ii) during the last five years, Lockheed Martin has not conducted or initiatex xxx internal investigation or, to Lockheed Martin's knowledge, had reason to coxxxxx, xnitiate or report any internal investigation, or made a voluntary disclosure to the U.S. Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Martin has no knowledge of any irrxxxxxxity, misstatement or omission arising under or relating to any Government Contract or Government Bid that has led or could reasonably be expected to lead, either before or after the Closing Date, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, with respect to the Business, to the knowledge of Lockheed Martin, there exist (i) no outstxxxxxx claims against Lockheed Martin or any Affiliated Transfexxx, either by the U.S. Government or by any prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract or Bid referred to in Section B.15(a) and (ii) no disputes between Lockheed Martin or any Affiliated Transferor xxx xxe U.S. Government under the Contract Disputes Act or any other Federal statute or between Lockheed Martin or any Affiliated Transfexxx xnd any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract or Government Bid. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Martin has no knowledge of any faxx xxat could reasonably be expected to result in a claim or a dispute under clause (i) or (ii) of the immediately preceding sentence. (d) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, neither Lockheed Martin (or any Affiliated Transferox) (xxth respect to the Company Business), nor to Lockheed Martin's knowledge, any of its subsidiaries emploxxxx, xxnsultants or agents is (or during the last five years has been been) suspended or debarred from doing business with the U.S. Government or is (or during such period was) the subject of a finding of nonresponsibility or ineligibility for U.S. Government contracting. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, Lockheed Martin does not know of any facts ox xxxxumstances that would warrant the suspension or debarment, or the finding of nonresponsibility or ineligibility, on the part of Lockheed Martin (or any Affiliated Transferox) xx any of Lockheed Martin's (or any Affiliated Transferxx'x) xmployees, consultants or agents. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except as has not had, and may not reasonably be expected to have, a civil fraud law suit Material Adverse Effect on the Business, to Lockheed Martin's knowledge, the Lockheed Maxxxx Xxxpanies have complied with xxx xequirements of all material laws pertaining to all Government Contracts and Bids. (e) Except as set forth in Section B.15 of the Disclosure Schedules or received known to the Individual Purchasers, and except for any of the following as has not had, and may not reasonably be expected to have, a subpoena Material Adverse Effect on the Business, to the knowledge of Lockheed Martin, all test and inspection xxxxxts Lockheed Martin (or civil investigative demand issued any Affiliated Transfxxxx) has provided to the U.S. Government pursuant to any Government Contract referred to in Section B.15(a) or to any other Person pursuant to any such Government Contract or as a part of the delivery to the U.S. Government pursuant to any such Government Contract of any article designed, engineered or manufactured in the Business were complete and correct as of the date so provided. Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for any of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, to the knowledge of Lockheed Martin, Lockheed Martin (or an Afxxxxxxed Transferox) xxs provided all test and inspection results to the U.S. Government pursuant to any such Government Contract as required by Applicable Law and the terms of the applicable Government Contracts. (f) Except as set forth in Section B.15 of the Disclosure Schedules or known to the Individual Purchasers, and except for any governmental body regarding of the following as has not had, and may not reasonably be expected to have, a Material Adverse Effect on the Business, to the knowledge of Lockheed Martin, no statement, representatiox xx warranty made by Lockheed Martin (or an Affiliated Transferox) xx any Government Contract; , any exhibit thereto or in any certificate, statement, list, schedule or other document submitted or furnished to the U.S. Government in connection with any Government Contract or Government Bid (i) contained on the date so furnished or submitted any untrue statement of a material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading or (ii) contains on the date hereof any untrue statement of a material fact, or fails to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading, except in the case of both clauses (i) and (8) neither ii) any untrue statement or failure to state a material fact that would not result in any material liability to the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 Business as a result of such untrue statement or failure to state a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractmaterial fact.

Government Contracts. (a) Except (i) as described in the Registration Statementhas not had, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company Subsidiaries have (i) breached or violated in any of its subsidiariesrespect any Law, as applicablecertification, in writing of any breach representation, clause, provision or violation of any applicable law that remains unresolved and pertains requirement pertaining to any Government Contract; (4ii) neither been suspended or debarred from bidding on government contracts by a Governmental Authority; (iii) been audited or investigated by any Governmental Authority with respect to any Government Contract, with the Company nor exception of routine audits or investigations; (iv) conducted or initiated any of its Subsidiaries has internal investigation or made any disclosure with respect to any alleged or potential irregularity, misstatement or omission arising under or relating to a Government Contract; (v) received from any Governmental Authority or any other Person any written notice of termination for defaultbreach, cure notice or cure, show cause notice that remains unresolved and pertains or default with respect to any Government Contract; (5vi) neither had any Government Contract terminated by any Governmental Authority or any other Person for default or failure to perform; (vii) received any small business set-aside contract, any other set aside contract or other order or contract or subcontract requiring small business or other preferred bidder status or (viii) entered any Government Contracts payable on a cost-reimbursement basis. (b) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a and the Company Subsidiaries have established and maintained adequate internal controls for compliance with their respective Government ContractContracts; (6ii) neither all pricing discounts have been properly reported to and credited to the customer and all invoices and claims for payment, reimbursement or adjustment submitted by the Company nor any and the Company Subsidiaries were current, accurate and complete as of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contracttheir respective submission dates; (7iii) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to there are no outstanding claims or disputes in excess connection with any of $250,000 as a result the Company’s or the Company Subsidiaries’ Government Contracts and (iv) to the Company’s Knowledge, there are no outstanding or unsettled allegations of a written finding fraud, false claims or determination overpayments nor any investigations or audits by a Governmental Authority, and no any Governmental Authority has withheld with regard to any of the Company’s or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Subsidiaries’ Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractContracts.

Government Contracts. (a) Except as set forth in Schedule 3.21(a): (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries Seller has complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of each of its Government Contracts, Foreign Government Contracts and Government Bids as required; (including ii) Seller has complied in all material respects with all requirements of applicable Laws pertaining to each of its Government Contracts, Foreign Government Contracts and Government Bids; (iii) all representations and certifications relating to) made by Seller with respect to each of its Government Contract Contracts, Foreign Government Contracts and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any Bids are accurate in all material respects as of their respective Principals effective dates and Seller has complied with all such representations and certifications in all material respects; and (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3iv) no governmental body termination or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries been issued or, has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body been threatened in writing with respect to any of the Government Contracts or Foreign Government Contracts, and Seller has not been threatened in writing with suspension or debarment with respect to any of the Government Contracts or Foreign Government Contracts. (b) Except as set forth on Schedule 3.21(b): (i) to Seller’s Knowledge, none of Seller’s employees, consultants or agents is (or during the last five years has been) under administrative, civil or criminal investigation, indictment or information by any Governmental Body; (ii) there is not pending any audit or investigation of Seller, or to Seller’s Knowledge, its directors, officers, employees or representatives nor within the last five years has there been any audit or investigation of Seller, or to Seller’s Knowledge, its directors, officers, employees or representatives resulting in a material adverse finding with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit , Foreign Government Contracts or received a subpoena or civil investigative demand issued by any governmental body regarding any Government ContractBids; and (8) neither iii) during the Company nor last five years, Seller has not made any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable voluntary disclosure to the Company U.S. Government or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereingovernment with respect to any alleged irregularity, “misstatement or omission arising under or relating to a Government Contract” means , Foreign Government Contract or Government Bid. Except as set forth in Schedule 3.21(b), Seller has not had any irregularities, misstatements or omissions arising under or relating to any Government Contract, Foreign Government Contract or Government Bid that has led or is expected to lead, either before or after the Closing Date, to any of the consequences set forth in clause (i) or (ii) of the immediately preceding sentence or any other material damage, penalty assessment, recoupment of payment or disallowance of cost. (c) Except as set forth in Schedule 3.21(c), there are (i) no outstanding Claims against Seller, either by the U.S. Government or any non-U.S. government or by any prime contractcontractor, subcontractsubcontractor, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant vendor or other similar written arrangement third party arising under or relating to any Government Contract, Foreign Government Contract or Government Bid, and (ii) no disputes between Seller and the U.S. Government or any non-U.S. government under the Contract Disputes Act or any other Laws or between Seller and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract, Foreign Government Contract or Government Bid. Except as set forth in Schedule 3.21(c), to Seller’s Knowledge there are no existing facts that would reasonably be expected to result in a Claim or dispute under clause (i) or (ii) of any kindthe immediately preceding sentence. (d) Except as set forth in Schedule 3.21(d), between the Company or neither Seller nor, to Seller’s Knowledge, any of its subsidiariesdirectors, on officers, employees, consultants or agents is (or during the one hand, and any governmental body last five years has been) suspended or debarred from doing business with the U.S. Government or any prime contractor non-U.S. government or subcontractor is (at any tieror during such period was) the subject of any governmental body, on the other hand. As used herein, “a finding of non-responsibility or ineligibility for U.S. Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractnon-U.S. government contracting.

Government Contracts. Except (i) Except as described set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectSchedule 5.11, with respect to each Government Contract and bid or proposal in response to a solicitation with respect to a Government Contract (as defined below): "Government Bid") to which Target or any Target Subsidiary is a party: (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract made by Target or the Target Subsidiary were accurate in all material respects as of their effective date, and Government Proposal, including compliance Target or the Target Subsidiary has fully complied with accounting requirementssuch representations and certifications in all material respects; (2B) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the CompanyTarget, current employees is no termination or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice has been issued and remains unresolved, and no event, condition or omission has occurred or exists that remains unresolved and pertains to any Government Contractwould constitute grounds for such action; (5C) neither the Company a Governmental Authority nor any prime contractor, subcontractor, vendor or other third party has notified Target or the Target Subsidiary in writing that Target or the Target Subsidiary has breached or violated any applicable Law; and (D) to the knowledge of its subsidiaries Target, no money due to Target or the Target Subsidiary has received been withheld or set off. (ii) Except as set forth in Schedule 5.11: (A) to the knowledge of Target, none of the officers, employees, Affiliates, consultants, agents or representatives of Target or any written Target Subsidiary is (or oral notice during the last five years has been) under any administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to the conduct of the business of Target or any audits or investigations that pertains to a Government ContractTarget Subsidiary; (6B) neither to the Company nor knowledge of Target, there is no pending audit or investigation of Target, any Target Subsidiary, or any of its subsidiaries has conducted an internal investigation their respective officers, employees, Affiliates, consultants, agents or compliance review, or made representatives resulting in any voluntary or mandatory disclosure to any governmental body material adverse finding with respect to any material alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government ContractContract or Government Bid; (7C) neither to the Company nor knowledge of Target, no cost incurred by Target or any Target Subsidiary pertaining to any Government Contract or Government Bid is the subject of its subsidiaries an investigation or has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination disallowed by a Governmental Authority; and (D) during the last five years, and no neither Target nor any Target Subsidiary has made any voluntary disclosure to any Governmental Authority has withheld with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid. (iii) Except as set off forth in Schedule 5.11, with respect to each Government Contract and bid or attempted proposal in response to withhold a solicitation with respect to a Government Bid to which Target or set offany Target Subsidiary is a party, an amount in excess of $250,000 otherwise due or payable there are, to the Company knowledge of Target: (A) no outstanding claims against Target or the Target Subsidiary , either by a Governmental Authority or any subsidiary under any Government Contractprime contractor, subcontractor, vendor or other third party; and (B) neither no outstanding disputes between Target or the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesTarget Subsidiary, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental bodyGovernmental Authority, on the other hand. As used hereinExcept as disclosed in Schedule 5.11, “to the knowledge of Target, no event, condition or omission has occurred that would constitute grounds for a claim or a dispute under clauses (A) or (B) of the immediately preceding sentence. Except as disclosed in Schedule 5.11, to the knowledge of Target, neither Target nor any Target Subsidiary has any interest in any pending or potential claim under the Contract Disputes Act against any Governmental Authority of the U.S. government or any prime contractor, subcontractor or vendor arising under or relating to any Government Proposal” means Contract or Government Bid. (iv) Except as disclosed in Schedule 5.11, to the knowledge of Target, none of Target, any Target Subsidiary, or any of their respective officers, employees, Affiliates, consultants, agents or representatives is (or during the last five years has been) suspended or debarred from doing business with any Governmental Authority or is (or during the last five years was) the subject of a bidfinding of noncompliance, quotenon-responsibility or ineligibility for contracting with any Governmental Authority. To the knowledge of Target, tender, offer no valid basis or proposal which, if accepted, would specific circumstances exist that with the passage of time could reasonably be expected to result in the suspension or disbarment of Target, any Target Subsidiary, or any of their respective officers, employees, Affiliates, consultants, agents or representatives from bidding on contracts or subcontracts for or with any Governmental Authority. (v) With respect to all Government Contracts to which Target or any Target Subsidiary is a party, to the extent applicable thereto, and except as set forth in Schedule 5.11: (A) the rates and rate schedules submitted to any Governmental Authority of the U.S. government have been closed for all years prior to 1999; (B) Target and any Target Subsidiary are in compliance in all material respects with all national security obligations, including those specified in the National Industry Security Program Operating Manual, DOD 5220.22-M (January 1995); (C) Target and any Target Subsidiary have reached agreement with appropriate representatives of the Governmental Authority approving and closing all indirect costs charged to Government Contracts for each of the years in the period 1997-2001, and those years are closed; (D) Target and any Target Subsidiary are not subject to any forward pricing rate agreements; (E) all of the product or service warranties and guarantees extended by Target or any Target Subsidiary currently in effect are contained therein, there have not been any modifications to or deviations from such warranties and guarantees and no written claims, or claims threatened in writing, exist against Target or any Target Subsidiary with respect to such warranties and guarantees; (F) all reports, documents and notices required to be filed, maintained or furnished with or to any Governmental Authority by Target or any Target Subsidiary have been so filed, maintained or furnished and all such reports, documents and notices were complete and correct in all material respects on the date filed or furnished; (G) Target and any Target Subsidiary are not aware of any costs, in connection with any work-in-progress, with respect to which there is any reason to believe will not be covered by the current contract price; (H) Target and any Target Subsidiary are in compliance with all aspects of the Foreign Corrupt Practices Act and the Anti-Kickback Act and, to the knowledge of Target, there is no basis for any claim to be brought against Target under either the Foreign Corrupt Practices Act or the Anti-Kickback Act; (I) to the knowledge of Target, Target and any Target Subsidiary have never received a negative performance rating on any Government Contract; and (J) to the knowledge of Target, within the five years preceding the Effective Time, Target and any Target Subsidiary have not received any notice of deficiency from any Governmental Authority in any area of service or production.

Government Contracts. Except (ia) Section 4.19(a) of the Delta/Ultra Disclosure Schedule sets forth as described in of the Registration Statementdate hereof a current, complete and accurate list of the 19 highest revenue generating Government Contracts of the Ultra Entities, as measured on an annual basis with respect to the current fiscal year, the Time period of Sale Prospectus performance of which has not yet expired or terminated or for which final payment has not yet been received. Except for organizational conflicts of interest arising in connection with the transactions contemplated by the Transaction Agreements, to the Knowledge of Ultra, each Government Contract of the Ultra Entities is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against the Ultra Entities and, to the Knowledge of Ultra, against the other parties thereto, in accordance with its terms (and subject to applicable bankruptcy, insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the Prospectus discretion of courts in granting equitable remedies). An Ultra Contracting Entity is party to each Government Contract and Government Bid related to the Ultra Business. (b) Except as set forth in Section 4.19(b) or (ii) as would not reasonably be expected to have a Material Adverse Effect4.8 of the Delta/Ultra Disclosure Schedule, with respect to each the Ultra Entities’ Government Contract (as defined below): (A) Contracts and Government Bids related to the Ultra Business, to the Knowledge of Ultra, during the five years prior to the date hereof, last three years: (1i) the Company and each of its subsidiaries has Ultra Entities have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each such Government Contract and Government ProposalBid, including compliance all clauses, provisions, specifications and requirements incorporated expressly by reference therein and any applicable Laws pertaining to any such Government Contract or Government Bid; (ii) all representations, certifications, disclosures and warranties acknowledged or submitted by or on behalf of the Ultra Entities with accounting respect to each such Government Contract or Government Bid were current, accurate and complete in all material respects as of the respective dates they were made and the Ultra Entities have complied in all material respects with all such representations, certifications, disclosures and warranty requirements; (2iii) neither no Ultra Entity has terminated any Government Contract, and the Company nor any of its subsidiaries nor any of their respective Principals (as defined Ultra Entities have not been notified in 48 C.F.R. § 2.101), writing or, to the knowledge Knowledge of Ultra, orally, by the U.S. Government or any prime contractor that any such Government Contract has been terminated for convenience, for default or for any reason (other than upon the expiration of its terms or in connection with the completion of the Companyapplicable services thereunder) and no Ultra Entity has received a cure notice, current employees is or has been suspended or debarredshow cause notice, deficiency notice, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains default notice pertaining to any Government Contract; Contract of any Ultra Entity that is currently in effect. (4c) neither Except as set forth in Section 4.19(c) of the Company nor Delta/Ultra Disclosure Schedule, with respect to the Ultra Entities’ Government Contracts and Government Bids relating to the Ultra Business, during the last three years all Cost or Pricing Data, sales, pricing and discount information submitted in support of a General Services Administration, Federal Supply Schedule proposal or Government-wide Acquisition Contract and other information submitted by an Ultra Entity in support of the negotiation of such Government Contracts and Government Bids, or modifications thereto, or in support of requests for payment thereunder, were, as of the date of price agreement, payment or submission, current, accurate and complete in all material respects and compliant, in all material respects, with any of its Subsidiaries applicable Laws. No Ultra Entity has received any notice notice, either written or, to the Knowledge of termination for defaultUltra, cure notice orally, of any material alleged mischarging or show cause notice other defective pricing in violation of the Truth in Negotiations Act or the cost principle set forth in the FAR or the Cost Accounting Standards, and there are: (i) no reports that remains unresolved have been issued resulting from any audits, reviews, surveys or other investigations conducted by the Defense Contract Audit Agency or other U.S. Governmental Entity of any of the Government Contracts (past or present) that conclude that any Ultra Entity engaged in material overcharging, mischarging or defective pricing practices or in any other practice in material violation of the FAR or the Cost Accounting Standards; and pertains to (ii) no audits, reviews, surveys or investigations by U.S. Governmental Entities of any Government Contract; Contracts (5past or present), which are either ongoing or have been completed but the report of which has not been issued (and is reasonably expected to be issued) neither and which are reasonably expected to recommend material cost disallowances, fines, penalties or other sanctions. (d) Except as set forth in Section 4.19(d) of the Company nor any of its subsidiaries has received any written Delta/Ultra Disclosure Schedule, no Ultra Entity or oral notice Principal of any audits Ultra Entity is or investigations that pertains to a Government Contract; (6) neither during the Company nor last three years has been under administrative, civil or criminal investigation, indictment or information by any U.S. Governmental Entity. To the Knowledge of its subsidiaries Ultra, there has conducted an internal not been, and there is not currently pending or threatened, any material audit, survey, review or investigation or compliance review, or made by any voluntary or mandatory disclosure to any governmental body Governmental Entity with respect to any alleged or actual irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to a Government Contract or Government Bid related to the Ultra Business that could reasonably be expected to give rise to: (i) liability under the federal False Claims Act or similar state statute; (ii) a claim for price adjustment under the Truth in Negotiations Act, or (iii) any request for a reduction in the price of any Government Contract; . In connection with the Ultra Business, during the last three years, no Ultra Entity: (7A) neither the Company nor has conducted or initiated any of its subsidiaries has been subject 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 a civil fraud law suit Government Contract or received Government Bid that could reasonably be expected to give rise to (1) liability under the federal False Claims Act or similar state statute, (2) a subpoena claim for price adjustment under the Truth in Negotiations Act, or civil investigative demand issued by (3) any governmental body regarding request for a reduction in the price of any Government Contract, or (B) has made any disclosure under the FAR mandatory disclosure provisions to any Governmental Entity with respect to credible evidence of a violation of federal criminal law involving the fraud, conflict of interest, bribery or gratuity provisions found in Title 18 of the United States Code, a violation of the civil False Claims Act, or a significant overpayment in connection with the award, performance or closeout of any Government Contract, and to the Knowledge of Ultra, there are no facts that would require mandatory disclosure under the FAR. (e) Except as set forth in Section 4.19(e) of the Delta/Ultra Disclosure Schedule, no Ultra Entity or director, officer or other Principal of any Ultra Entity, is or during the last three years has been suspended, debarred or, to the Knowledge of Ultra, proposed for suspension or debarment from participation in, or the award of, any Government Contract. Additionally, to the Knowledge of Ultra, no facts or circumstances exist that would warrant the institution of suspension or debarment proceedings on the part of any Ultra Entity or any director, officer or other Principal of any Ultra Entity or a finding of non-responsibility with respect to any outstanding Government Bid. (f) No Ultra Entity has within the past year received any past performance evaluations, ratings or reports in connection with any Government Contract related to the Ultra Business with (i) an overall rating that is less than “satisfactory” or (ii) a determination that the customer would not recommend such Ultra Entity for future work. (g) Except as set forth in Section 4.19(g) of the Ultra Disclosure Schedule, and excluding claims for payment in the ordinary course of performance of any Government Contract related to the Ultra Business, to the Knowledge of Ultra (i) no material payment due to any Ultra Entity pertaining to a Government Contract has been withheld, recouped, or set-off, nor has any material claim been made to withhold, recoup or set-off any payment (except as may be required as a standard withholding in accordance with the payment or award fee terms of the applicable Government Contract); and (8) neither ii) none of the Company nor any of its subsidiaries is subject to claims or disputes U.S. Government Contracts has incurred a material cost overrun at contract completion, in excess of $250,000 as a result any amount accrued in accordance with GAAP on Ultra’s financial statements filed with the SEC, except in the case of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; clauses (i) and (Bii) neither the Company nor any of its subsidiaries holds a facility security clearance as defined above, for such withholdings, recoupment, set-offs and cost overruns that would not, individually or in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or aggregate, constitute an Ultra Material Adverse Effect. No Ultra Entity has any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “outstanding Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal whichBids that, if acceptedaccepted or awarded, would are reasonably expected to result in a Government Contractmaterial loss. (h) Except as would not, individually or in the aggregate, constitute an Ultra Material Adverse Effect, no Ultra Entity and, to the Knowledge of Ultra, no director, manager, officer or employee of any Ultra Entity, or Person acting for or on behalf of any Ultra Entity or director, manager or officer thereof, has for the last three years: (i) used any funds for unlawful contributions, gifts, gratuities, entertainment or other unlawful expenses related to political activity; (ii) made any payment or offered, promised or authorized the payment of anything of value to any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business or direct business to any Person in violation of Law; (iii) made any other payment in violation of Law to any official of any Governmental Entity, including bribes, gratuities, kickbacks, lobbying expenditures, political contributions or contingent fee payments; or (iv) violated any applicable money laundering or anti-terrorism law or regulation, nor have any of them otherwise taken any action which would cause any Ultra Entity to be in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any applicable law of similar effect. (i) The Ultra Entities, are in compliance in all material respects with all applicable national security obligations, including those specified in the NISPOM and requirements relating to mitigation of Foreign Ownership, Control or Influence (“FOCI”), and have all of the facility and personnel security clearances necessary to conduct the business of the Ultra Business as currently being conducted in all material respects. Section 4.19(i) of the Delta/Ultra Disclosure Schedule set forth true and complete lists of all facility security clearances held by the Ultra Entities with respect to the Ultra Business. The Ultra Entities hold and, at all relevant times since September 30, 2014 held, at least a “satisfactory” rating from the DSS and any other cognizant security authority with respect to all facility security clearances, the NISPOM, and all other applicable national security obligations. The Ultra Entities are not under any restriction or obligation arising from any prior failure to maintain a “satisfactory” rating from DSS or any other cognizant security authority. The Ultra Entities are not aware of any FOCI factors as identified in Standard Form 328 that are not capable of being mitigated in connection with the Ultra Entities’ ability to enter into and perform their respective obligations set forth in the Transaction Agreements, including the Separation Agreements.

Government Contracts. Except as set forth in Section 3.11 of the Seller Disclosure Schedule: (a) With respect to any Government Contract or Government Bid (i) as described Seller has complied in the Registration Statement, the Time all material respects with all material terms and conditions of Sale Prospectus and the Prospectus each Government Contract or Government Bid; (ii) as would not reasonably be expected to have a Material Adverse EffectSeller has complied with all material requirements of all applicable laws, with respect regulations, written directives, or agreements pertaining to each Government Contract or Government Bid and to Seller's performance on its Government Contracts; and (as defined below): iii) all material representations and certifications executed, acknowledged or set forth in, or pertaining to each Government Contract or Government Bid were, when given, and to the extent any such representation or certification pertains to future events which have yet to occur are presently complete, correct in all material respects, and Seller has complied with all such representations and certifications. (Ab) during As of the five date of this Agreement, Seller has not received from a party to a Government Contract any written show-cause notice, stop work order, cure notice, notice of termination, or termination concerning a Government Contract. (c) Seller has not received a written negative determination of responsibility concerning a Government Bid. (d) Seller has no Knowledge of a request within three years prior to the date hereofhereof by any Government Authority for a contract price adjustment including, without limitation, based upon (1i) the Company and each a claim by any Government Authority of its subsidiaries defective pricing or (ii) any cost incurred by Seller that has complied with all lawsbeen questioned, regulations and requirements applicable to Government Contracts challenged or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is disallowed or has been suspended the subject of any investigation, and no money due to Seller has been (or debarredhas been attempted to be) withheld or set off with respect to any Government Contract, which contract price adjustment, withheld or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; set off amount is reasonably expected to have a Seller Material Adverse Effect. (3e) no governmental body or prime contractor or subcontractor has notified the Company To Seller's Knowledge, neither Seller nor or any of its subsidiariesdirectors, as applicableofficers, in writing of any breach employees, consultants or violation of any applicable law that remains unresolved and pertains to agents is (or for the last three years has been) under administrative, civil or criminal investigation, indictment or information or equivalent official government charge or allegation by any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Authority with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; Contract or Government Bid. Seller has not conducted or initiated any internal investigation or made a voluntary disclosure to the U.S. Government with respect to any alleged irregularity, misstatement, omission or other matter in connection with any Government Contract and/or Government Bid. To Seller's Knowledge, there is no irregularity, misstatement or omission or other matter arising under or relating to any Government Contract or Government Bid that has led or could reasonably be expected to lead, either before or after the Closing, to a Seller Material Adverse Effect. (7f) There exist (i) no outstanding claims or requests for equitable adjustment or other contractual action for relief against Seller, either by a Government Authority or by any prime contractor, subcontractor, vendor or other Person, arising or relating to any Government Contract or Government Bid, and (ii) no disputes between Seller and the U.S. Government under the Contract Disputes Act of 1978, as amended (the "Contract Disputes Act") or between Seller and any prime contractor, subcontractor, vendor or other person arising under or relating to any Government Contract or Government Bid. To Seller's Knowledge, Seller has no knowledge of any fact(s) which constitute the basis for and could reasonably be expected to result in a claim or dispute under clause (i) or (ii) of the immediately preceding sentence. Seller has no interest in any pending or potential material claim under the Contract Disputes Act against the U.S. Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid. (g) To Seller's Knowledge, neither the Company Seller nor any of its subsidiaries directors, officers, employees, consultants or agents, is (or for the last three years has been subject been) suspended or debarred or proposed to a civil fraud law suit be suspended or received a subpoena debarred or civil investigative demand issued by any governmental body regarding declared ineligible from doing business with any Government Contract; Authority or is the subject of a finding of nonresponsibility or ineligibility for contracting with any Government Authority. To Seller's Knowledge, no facts or circumstances exist that would warrant or could reasonably lead to the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Seller or any such director, officer, employee, consultant or agent. (h) To Seller's Knowledge, the cost accounting systems with respect to Government Contracts of Seller are in compliance in all material respects with all applicable laws. (i) To Seller's Knowledge, it has engaged in no conduct that could lead to the imposition of Liability relating to mischarging, fraud, false claims, false certifications, and the Foreign Corrupt Practices Act. (8) neither the Company nor any j) To Seller's Knowledge, Seller has fully complied in all material respects with all of its subsidiaries is subject obligations under Government Contracts relating to claims any government furnished property or disputes in excess of $250,000 as a result of a written finding similar property or determination equipment owned by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company United States or any subsidiary under contractor. (k) To Seller's Knowledge, Seller is not in violation of (i) any laws, directives, or regulations relating to security clearances of the protection of classified information; (ii) its security agreements relating thereto; or (iii) any laws, directives, or regulations relating to export controls. (l) For the purposes of this Agreement, (i) the term "Government Contract; and (B) neither the Company nor Bid" shall mean any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) written quotations, bids or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal whichproposals that, if accepted, would result bind any Person to perform the resultant Government Contract to furnish products or services to (A) any Government Authority, (B) any prime contractor of any Government Authority, or (C) any subcontractor, at any tier level, to any contract described in clauses (A) or (B) above; (ii) the term "Government Contract" shall mean a written, mutually binding legal relationship with (A) any Government Authority, (B) any prime contractor of any Government Authority, or (C) any subcontractor, at any tier level, to any contract described in clauses (A) or (B) above which obligates any Person to furnish products or services to a Government ContractAuthority, to which Seller is a party on or as of the Closing Date; and (iii) the term "Government Authority" shall mean the U.S. Government and any and all agencies, commissions, branches, instrumentalities and departments thereof; provided, however, that the term Government Contract shall not include any completed agreement which Seller is not assigning and for which Buyer is not assuming any Liabilities pursuant to this Agreement.

Government Contracts. Except as set forth on Schedule 2.20: (ia) as described in To the Registration Statement, the Time knowledge of Sale Prospectus CSC and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectSeller, with respect to each and every Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals outstanding Bid (as defined below) and to which the Dyn International Companies is a party: (i) each of the Dyn International Companies has complied in all material respects with all material terms and conditions of such Government Contract or Bid, including clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein; (including ii) each of the Dyn International Companies has complied in all material respects with all applicable requirements of statute, rule, regulation, order or agreement with the U.S. Government pertaining to such Government Contract or Bid (including, without limitation, (A) the Truth in Negotiations Act of 1962, as amended, (B) the Service Contract Act of 1965, as amended, (C) the Contract Disputes Act of 1978, as amended, (D) the Office of Federal Procurement Policy Act, as amended, (E) the Federal Acquisition Regulations or any applicable agency supplement thereto, (F) the Cost Accounting Standards, (G) the Defense Industrial Security Manual (DOD 5220.22-M), and (H) the Defense Industrial Security Regulation (DOD 5220.22-R) or any related security regulations); (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Bid were current, accurate and Government Proposalcomplete as of their effective date, including compliance and each of the Dyn International Companies has complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company U.S. Government, nor any of its subsidiaries nor prime contractor, subcontractor or any other person has notified any of their respective Principals (as defined the Dyn International Companies, in 48 C.F.R. § 2.101)writing, or, to the knowledge that any of the Company, current employees Dyn International Companies has breached or violated any Law pertaining to such Government Contract or Bid that is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsiblereasonably likely to result in a Company Material Adverse Effect; (3v) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved has been issued and pertains not resolved or cured; (vi) no material cost incurred by the Dyn International Companies has been questioned in writing or disallowed since March 28, 2003 other than those which have been resolved; and (vii) no money due to any of the Dyn International Companies pertaining to such Government Contract has been withheld or offset nor has any claim been made to withhold or offset money (other than retainages as provided for in the applicable Government Contract; ). (5b) neither To the Company knowledge of CSC and the Seller, none of the Dyn International Companies nor any of its subsidiaries their respective affiliates, directors, officers or employees is (or for the last three years has received any written been) under administrative, civil or oral notice of any audits criminal investigation, indictment or investigations that pertains to a Government Contract; information or audit (6other than routine audits) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract or Bid and none of the Dyn International Companies nor any of their respective affiliates, directors, officers, employees, agents or consultants has made a Voluntary Disclosure pursuant to the Department of Defense Fraud Voluntary Disclosure Program with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Bid. To the knowledge of CSC and the Seller, in the past two years, none of the Dyn International Companies has submitted any materially inaccurate, untruthful, or misleading cost or pricing data relating to a Bid or Government Contract; , and none of the Dyn International Companies has submitted any materially inaccurate, untruthful, or misleading certification included within or relating to any Bid (7including any required updates). (c) To the knowledge of CSC and the Seller, (i) neither the Company U.S. Government nor any prime contractor, subcontractor, vendor or any third party has asserted any material claim or initiated any dispute proceeding against any of its subsidiaries the Dyn International Companies with respect to any material claim and (ii) none of the Dyn International Companies has asserted any material claim or initiated any dispute proceedings, directly or indirectly against any such party, concerning (in each case) any Executory Government Contract or Bid. (d) None of the Dyn International Companies nor, to the knowledge of CSC and the Seller, any of their respective affiliates, directors, officers or employees is (or at any time during the last five years has been) suspended or debarred from doing business with the U.S. Government or has been subject declared nonresponsible or ineligible for U.S. Government contracting. To the knowledge of CSC and the Seller, there are no matters pending that are believed reasonably likely to a civil fraud law suit lead to the institution of suspension or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor debarment proceedings against any of its subsidiaries is subject to claims or disputes the Dyn International Companies. Excepted as identified in excess Schedule 2.20(d), none of $250,000 as a result of a written finding or determination by a Governmental Authoritythe Dyn International Companies has, and no Governmental Authority has withheld or set off or attempted to withhold or set offwithin the past three years, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary been terminated for default under any Government Contract; . (e) To the knowledge of CSC and (B) neither the Company nor any Seller, each of the Dyn International Companies possesses all necessary security clearances and Permits for the execution of its subsidiaries holds obligations under any Executory Government Contract. Each of the Dyn International Companies has the proper procedures to conduct business of a facility classified nature up to the level of its current clearances. Each of the Dyn International Companies is in compliance in all material respects with applicable agency security clearance requirements, as defined appropriate, and has in place proper procedures, practices and records to maintain security clearances necessary to perform its current contracts. (f) To the National Industrial Security Program Operating Manual knowledge of CSC and the Seller, each Dyn International Company's cost accounting system is in material compliance with applicable regulations (DoD 5220.22-Mincluding the Federal Acquisition Regulations) or any similar security clearance issued and has not been determined by any non-U.S. Governmental AuthorityEntity not to be in compliance with the requirements of the Federal Cost Accounting Standards in any material respect. As used hereinEach Dyn International Company has reached agreement with the cognizant government representatives approving and "closing" all indirect costs charged to Government Contracts for 1998, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand1999 and 2000, and any governmental body or any prime contractor or subcontractor those years are closed. (at any tierg) For all purposes of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.this Agreement,

Government Contracts. Except In connection with the business of the Company and its Subsidiaries: (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofand Government Subcontract, since January 1, 2004, (1i) the Company and each of the Company, its subsidiaries has Subsidiaries and their respective Affiliates have complied in all material respects with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract or Government Subcontract, including all clauses, provisions and requirements incorporated expressly, by reference, or by operation of Law therein; (including ii) each of the Company, its Subsidiaries and their respective Affiliates have complied in all material respects with all applicable Laws or agreements pertaining to such Government Contract or Government Subcontract, including, where applicable, the Truth in Negotiations Act and the Company’s Cost Accounting Standards disclosure statement, if any; (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract or Government Subcontract were complete and Government Proposalcorrect in all material respects as of their effective date and each of the Company, including compliance its Subsidiaries and their respective Affiliates have complied in all material respects with accounting requirementsall such representations and certifications; (2iv) neither the Company no Governmental Authority nor any of prime contractor, subcontractor or other Person has notified the Company, its subsidiaries nor Subsidiaries or any of their respective Principals (as defined Affiliates, either in 48 C.F.R. § 2.101), or, writing or to the knowledge Knowledge of the Company, current employees orally, that the Company, its Subsidiaries or any such Affiliate has breached or violated any enactment, certification, regulation, representation, clause, provision or requirement pertaining to such Government Contract or Government Subcontract; (v) no termination for convenience, termination for default, cure notice, show cause notice, or stop work order is currently in effect pertaining to such Government Contract or Government Subcontract; (vi) to the Knowledge of the Company, no claim for costs incurred by the Company, its Subsidiaries or any of their respective Affiliates pertaining to such Government Contract or Government Subcontract has been challenged in writing, is the subject of any investigation (other than in connection with a routine audit) or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; disallowed by any Governmental Authority and (3vii) no governmental body or prime contractor or subcontractor has notified money due to the Company or any of its subsidiariesSubsidiaries pertaining to such Government Contract or Government Subcontract has been withheld, as applicablereduced or set off nor has any claim been made to withhold or set off money and, in writing to the Knowledge of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company, the Company nor and its Subsidiaries are entitled to all progress payments received with respect thereto. (b) None of the Company, its Subsidiaries or any of its Subsidiaries their respective Affiliates nor, to the Knowledge of the Company, any of their respective directors, officers, employees, consultants or agents is, or since January 1, 2004 has been, under or received any notice of termination for defaultany planned or threatened administrative, cure notice civil or show cause notice that remains unresolved and pertains to criminal investigation, indictment or information by any Government Contract; (5) neither Governmental Authority or any audit or investigation by the Company nor Company, its Subsidiaries or any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body their respective Affiliates with respect to any irregularity, misstatement, significant overpayment alleged act or violation of law omission arising under or relating to any Government Contract; (7) neither Contract or Government Subcontract and since January 1, 2004, none of the Company nor any of Company, its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company Subsidiaries or any of their respective Affiliates has conducted or initiated any internal investigation (other than an informal investigation that was resolved without the need for further action) or made a voluntary disclosure to any Governmental Authority with respect to any actual or suspected violation of Law arising under or relating to a Government Contract or Government Subcontract. (c) There are (i) no outstanding claims against the Company, its subsidiariesSubsidiaries or any of their respective Affiliates, either by any Governmental Authority or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (ii) no disputes between the Company, its Subsidiaries or their respective Affiliates, on the one hand, and the United States government, on the other hand, under the Contract Disputes Act or any other U.S. federal statute or between the Company, its Subsidiaries and their respective Affiliates, on the one hand, and any governmental body prime contractor, subcontractor or any prime contractor or subcontractor (at any tier) of any governmental bodyvendor, on the other hand, arising under or relating to any Government Contract or Government Subcontract. As used hereinNone of the Company, “its Subsidiaries and their respective Affiliates has any direct financial interest in any pending or potential claim against any Governmental Authority or any prime contractor, subcontractor or vendor arising under or relating to any Government Proposal” means a bidContract or Government Subcontract. (d) Since January 1, quote2004, tender(i) none of the Company, offer its Subsidiaries or proposal whichany of their respective Affiliates has been debarred or suspended from participation in the award of Contracts with any Governmental Authority; (ii) to the Knowledge of the Company, if acceptedthere exist no facts or circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of the Company, would result its Subsidiaries or any of their respective Affiliates, or any director, officer or employee of the Company, its Subsidiaries or any of their respective Affiliates and (iii) the Company’s and its Subsidiaries’ cost accounting and procurement systems and the associated entries reflected in the Company’s financial statements included in the Filed Company SEC Reports with respect to the Government Contracts and Government Subcontracts have been in compliance in all material respects with applicable Laws. (e) Since January 1, 2004, (i) all test and inspection results provided by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority pursuant to any Government Contract or Government Subcontract or to any other Person pursuant to a Government ContractContract or Government Subcontract or as a part of the delivery to any Governmental Authority or other Person pursuant to a Government Contract or Government Subcontract of any article designed, engineered, manufactured or repaired by the Company, its Subsidiaries or any of their respective Affiliates were complete and correct in all material respects as of the date so provided and (ii) the Company and its Subsidiaries have provided all test and inspection results to any Governmental Authority or to any other Person pursuant to a Government Contract or Government Subcontract as required by applicable Laws and the terms of the applicable Government Contract or Government Subcontract. (f) To the Knowledge of the Company, no statement, representation or warranty made by the Company, its Subsidiaries or any of their respective Affiliates to any Governmental Authority in connection with any Government Contract or Government Subcontract or to another party where the ultimate contracting party is a Governmental Authority contained on the date so furnished or submitted any untrue statement of material fact, or failed to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading. (g) None of the Company, its Subsidiaries or any of their respective Affiliates is in possession of any material property owned by any Governmental Authority, including material, tooling and test equipment, provided under, necessary to perform the obligations under or for which the Surviving Corporation could be held accountable under the Government Contracts and the Government Subcontracts. (h) Each Government Contract and Government Subcontract was entered into in the ordinary course of business consistent with past practice. (i) For purposes of this Agreement, the following terms shall have the definitions set forth below:

Government Contracts. Except (ia) as described Seller and its Affiliates have complied in the Registration Statementall material respects with all Laws, the Time of Sale Prospectus Governmental Orders, terms, clauses, certifications, representations, disclosure statements and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, compliance requirements with respect to each Government Contract and every Government Bid, and there have been no material misstatements or omissions relating to any of the Government Contracts or any Government Bids. (b) Since January 1, 2013, no Governmental Authority, nor any prime contractor or subcontractor, has provided written notice or, to Seller’s Knowledge, any other communication to Seller or its Affiliates that there has been a breach or violation any Law, certification, representation or clause, provision or requirement with respect to any Government Contract or Government Bid, and Seller and its Affiliates have not made any voluntary or mandatory disclosure in writing to a Governmental Authority or a prime contractor with respect to any violation of Law, Government Contract, or Government Bid. (c) Seller, its Affiliates, and their principals (as that term is defined in FAR 52.209-5) are not currently debarred or suspended from doing business with a Governmental Authority, nor have they otherwise been declared ineligible for business with a Governmental Authority. To Seller’s Knowledge, there are no circumstances that would reasonably be expected to warrant the institution of debarment, suspension or ineligibility proceedings against the Business, Seller, its Affiliates, or their principals in the future. (d) Seller, its Affiliates, and their principals (as defined below): (Ain FAR 52.209‑5) during are not currently civilly charged, criminally indicted or, to Seller’s Knowledge, under investigation with respect to any alleged irregularity, misstatement or omission arising under or in any way relating to any of the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals Bids, past or present. (as defined belowe) and the terms and conditions Since January 1, 2013, no show cause notices, cure notices, default terminations or negative determinations of (including all representations and certifications relating to) each responsibility have been issued against Seller or its Affiliates with respect to a Government Contract or Government Bid. (f) All indirect and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, general and administrative expense rates applicable to the knowledge Government Contracts, if any, are being billed in all material respects consistent with Government-approved rates or provisional rates. To the Seller’s Knowledge, within the past two years, no costs incurred by Seller or its Affiliates have been formally questioned or disallowed as a result of the Company, current employees is a finding or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing determination of any breach or violation of any applicable law that remains unresolved and pertains to kind by a Governmental Authority. If required under any Government Contract; (4) neither , to Seller’s Knowledge, the Company nor any of its Subsidiaries has received any notice of termination for defaultcost accounting, cure notice or show cause notice that remains unresolved invoicing, and pertains procurement systems applicable to any government Contract or Government Contract; Bid are in compliance in all material respects with all applicable Government Contract or Government Bid terms, conditions, clauses, and applicable Law. (5g) neither the Company nor There are (i) no Actions pending against Seller or its Affiliates by any of its subsidiaries has received any written Governmental Authority, prime government contractor, or oral notice of any audits or investigations that pertains government subcontractor relating to a Government Contract; (6ii) neither the Company nor any of its subsidiaries has conducted an internal investigation no disputes with a Governmental Authority pending or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or threatened in writing (including requests for equitable adjustment that have not matured into a dispute) relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any iii) no pending audit(s) of Seller or its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination Affiliates, either by a Governmental Authority, and prime government contractor, or government subcontractor relating to a Government Contract or a Government Bid. To Seller’s Knowledge, there are no Governmental Authority has withheld or set off or attempted facts that would reasonably be expected to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in any material Action, dispute or audit relating to a Government Contract. (h) Seller and its Affiliates possess all necessary security clearances and permits for the execution of its obligations under all Government Contracts. Seller and its Affiliates currently possess or are eligible to obtain all necessary security clearances and permits for the execution of the obligations under all Government Contracts for which it has submitted a Government Bid.

Government Contracts. Except (ia) as described in To the Registration Statement, the Time knowledge of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse EffectShareholders, with respect to each Government Contract or Bid (as defined below): (A) during the five years prior to the date hereofin each case, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the to which Xxxxx or any affiliate of Xxxxx is a party: (i) Xxxxx have fully complied with all material terms and conditions and all applicable requirements of statute, rule, regulation, order or agreement, whether incorporated expressly, by reference or by operation of law; (including ii) all representations and certifications relating to) each Government Contract were current, accurate and Government Proposalcomplete when made, including compliance and Xxxxx have fully complied with accounting requirementsall such representations and certifications; (2iii) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or no allegation has been suspended made, either orally or debarredin writing, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, that Xxxxx is in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contractstatutory, regulatory or contractual requirement; (4iv) neither the Company nor any of its Subsidiaries has received any notice of no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contracthas been issued; (5v) neither no material cost incurred by Xxxxx or its subcontractors has been questioned or disallowed; and (vi) other than in the Company ordinary course of business, no money due to Xxxxx has been (or has threatened to be) withheld or set off. (b) Neither Xxxxx, any affiliate of Xxxxx, nor any of its subsidiaries Xxxxx'x directors, officers, employees, agents or consultants is (or for the last three years has received any written been) (i) except as set forth in Section 2.24(b) of the Shareholders' Schedule and to the knowledge of Shareholders, under administrative, civil or oral notice of any audits criminal investigation, indictment or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an information, audit or internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any alleged irregularity, misstatementmisstatement or omission regarding a Government Contract or Bid; or (ii) to the knowledge of Shareholders, significant overpayment suspended or violation debarred from doing business with the U.S. Government or any state or local government or declared nonresponsible or ineligible for government contracting. Except as set forth in Section 2.24(b) of law the Shareholders' Schedule, to the knowledge of Shareholders, neither Xxxxx nor any affiliate of Xxxxx has made a voluntary disclosure to any U.S. Government, state or local government entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract; Contract or Bid. Except as set forth in Section 2.24(b) of the Shareholders' Schedule, to the knowledge of Shareholders, Xxxxx knows of no circumstances that would warrant the institution of suspension or debarment proceedings or the finding of nonresponsibility or ineligibility on the part of Xxxxx in the future. (7c) To the knowledge of Shareholders, neither the Company U.S. Government, any state or local government nor any of its subsidiaries has been subject to a civil fraud law suit prime contractor, subcontractor or received a subpoena vendor is asserting any claim or civil investigative demand issued by initiating any governmental body regarding dispute proceeding against Xxxxx, nor is Xxxxx asserting any claim or initiating any dispute proceeding, directly or directly, against any such party, concerning any Government Contract; and (8) neither Contract or Bid. To the Company nor any knowledge of its subsidiaries Shareholders, there are no facts of which Xxxxx is subject to claims aware upon which such a claim or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined dispute proceeding may be based in the National Industrial Security Program Operating Manual future. (DoD 5220.22-Md) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinFor purposes of this Section 2.24, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on following terms shall have the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.meanings set forth below:

Government Contracts. Except (1) Schedule 3.1(u)(1) sets forth a true, correct and complete list as of June 30, 2003, of (i) all Government Contracts (other than Government Contracts for which final payments have been made, Bids and Government Contracts which constitute Excluded Assets or Retained Assets). The Government Contracts set forth on Schedule 3.1(u)(1) are in full force and effect and are free and clear of any Encumbrances. (2) Schedule 3.1(u)(2) sets forth a true, correct and complete list as described of June 30, 2003, of outstanding Bids that have been submitted by each Acquired Entity or ACS Defense to any Governmental Entity, any proposed prime contractor to a Governmental Entity or any proposed higher-tiered subcontractor (other than Bids which constitute Excluded Assets or Retained Assets). STOCK PURCHASE AGREEMENT 26 EXECUTION VERSION (3) Except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined belowSchedule 3.1(u)(3): (Ai) during the five years prior to the date hereof, (1) the Company each Acquired Entity and each of its subsidiaries ACS Defense has fully complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of each Government Contract to which it is a party as required; (ii) each Acquired Entity and ACS Defense has complied in every material respect with, and have conducted its operations in every material respect in accordance with, each applicable Law pertaining to Government Contracts including compliance in all material respects with the cost accounting standards set forth in the FAR; (iii) all representations and certifications made by any Acquired Entity or ACS Defense with respect to such Government Contract were accurate in every material respect as of their effective date and an Acquired Entity or ACS Defense, as the case may be, has fully complied with all such representations and certifications in all material respects; (iv) no termination, default, cure or show cause notice has been issued with respect to any Acquired Entity or ACS Defense since June 30, 2000 and no such notice remains unresolved; (v) no Acquired Entity or ACS Defense has submitted any quality or test report pursuant to any Government Contract that was inaccurate, untruthful or misleading in any material respect and (vi) there exist no outstanding requests for equitable adjustment or other contractual action for relief against any of the Acquired Entities or ACS Defense either by the U.S. Government or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to) each to any Government Contract and neither any Acquired Entity nor ACS Defense has requested an equitable adjustment with respect to any Government Proposal, including compliance with accounting requirements; Contract under which the Acquired Entities or ACS Defense are currently providing services other than a Government Contract which constitutes an Excluded Asset or a Retained Asset. (24) neither Except as set forth in Schedule 3.1(u)(4): (i) none of the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), Acquired Entities or ACS Defense or, to the knowledge of Seller, their respective employees, consultants or agents is (or during the Companylast three years has been) under administrative, current employees is civil or criminal indictment by any Governmental Entity or has been suspended or debarredpled guilty to any criminal offense which could reasonably be expected to lead to (A) suspension, or proposed for (B) debarment or suspension from government contracting declared ineligible (C) in the case of the Acquired Entities or determined non-responsibleACS Defense, other ineligibility to be a party to a Government Contract or which could reasonably be expected to subject the Acquired Entities or ACS Defense to any reporting obligation under FAR or other Laws applicable to Government Contracts; and none of the Acquired Entities or ACS Defense (3) and, to the knowledge of Seller, no governmental body employee, consultant or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing agent of any breach Acquired Entity or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4ACS Defense) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of that any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body is pending with respect to any irregularitycriminal Law and, misstatementto the knowledge of Seller, significant overpayment there is no such investigation with respect to any criminal Law pending other than the Antitrust Investigation; (ii) none of the Acquired Entities or violation ACS Defense (and, to the knowledge of law Seller, no employee, consultant or agent of any Acquired Entity or ACS Defense) has received written notice of a pending audit (including any draft audit report received by the Acquired Entities or ACS Defense) or investigation (other than an investigation covered by clause (i) above) of the Acquired Entities or ACS Defense or any of their respective officers, employees or representatives by the Defense Contract Audit Agency, any other Governmental Entity or any other third-party auditor acting on their behalf, nor within the last three years has there been any such audit or investigation of the Acquired Companies or ACS Defense or any of their respective officers, employees or representatives with respect to any Government Contract with respect to which the Acquired Entities or ACS Defense has received written notice or otherwise has knowledge, (iii) none of the audits set forth on Schedule 3.1(u)(4) has resulted in an adverse finding with respect to any material irregularity or any misstatement or fraudulent omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither iv) during the Company nor last three years, the Acquired Entities and ACS Defense have not made any of its subsidiaries is subject to claims or disputes voluntary disclosure in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable writing to the Company U.S. Government with respect to any alleged irregularity, misstatement or any subsidiary fraudulent omission arising under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in relating to a Government Contract. Except as set forth in Schedule 3.1(u)(4), the Acquired Entities and ACS Defense have not had any such irregularities, misstatements or omissions arising under or relating to any such Government Contract that has led to any suspension, debarment or other ineligibility of the Acquired Entities or ACS Defense to be a party to a Government Contract or any other material damage, penalty assessment, recoupment of payment or disallowance of cost.

Government Contracts. Except (i) as described as, individually or in the Registration Statementaggregate, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect be material to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all lawsSubsidiaries, regulations and requirements applicable to taken as a whole: (a) No Government Contracts Contract or Government Proposals Bid is currently the subject of bid or award protest proceedings; (as defined belowb) The Company and its Subsidiaries are in compliance with the terms and conditions of (each such Government Contract or Government Bid, as applicable, including all representations clauses, provisions, and certifications relating torequirements incorporated expressly by reference or by operation of law therein; (c) each No event has occurred which would result in a breach or violation by the Company or any of its Subsidiaries of any Applicable Law, representation, certification, disclosure, clause, provision, or requirement pertaining to any such Government Contract and or Government ProposalBid; (d) Since the Lookback Date, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor Subsidiaries has made or been required to make any of their respective Principals (as defined in 48 C.F.R. § 2.101)mandatory or voluntary disclosure to any Governmental Entity or higher-tier contractor with respect to any alleged irregularity, ormisstatement, to the knowledge of the Companyomission, current employees is or has been suspended or debarredfraud, or proposed for debarment price mischarging, or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or other violation of any applicable law that remains unresolved and pertains Applicable Law, arising under or relating to any a Government Contract; Contract or Government Bid; (4e) Since the Lookback Date, neither the Company nor any of its Subsidiaries has received any written notice of termination for default, cure notice or notice, letter of concern, show cause notice, or other similar notice that remains unresolved pertaining to the performance of a Government Contract; (f) Since the Lookback Date, all invoices and pertains claims for payment submitted by or on behalf of the Company or its Subsidiaries in connection with a Government Contract were current, complete, and accurate as of their submission date; (g) Since the Lookback Date, all certified cost or pricing data and all data submitted by or on behalf of the Company or its Subsidiaries in connection with a Government Contract or Government Bid was current, complete, and accurate as of their submission date; (h) The Company and its Subsidiaries hold all required facility and personnel security clearances necessary to perform the Government Contracts, and set forth on Section 3.14(h) of the Company Disclosure Schedule is a list of all facility security clearances held by the Company and its Subsidiaries; (i) The Company and each of its Subsidiaries is in compliance with all security measures required by any Government Contract; (5) neither , Applicable Laws and applicable U.S. national security obligations, including but not limited to the terms of any facility and personnel security clearances, the NISPOM and the SCA, and, to the Company’s Knowledge, there are no facts or circumstances that would reasonably be expected to result in the suspension or termination of any facility or personnel clearances used in the operation of the Company and its Subsidiaries’ businesses or that would reasonably be expected to render the Company or any of its Subsidiaries ineligible for such security clearances in the future; and (j) Neither the Company, its Subsidiaries, nor any of its subsidiaries their respective directors, officers, or employees is, has received any written been or, to the Company’s Knowledge, is threatened with being (i) debarred, suspended, or oral notice proposed for debarment or suspension, from participation in or the award of Government Contracts, or (ii) under audit, indictment, or administrative, civil or criminal investigation, or the subject of any audits actual “whistleblower” or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewqui tam lawsuit, or made any voluntary or mandatory disclosure to any governmental body in each case with respect to any irregularity, misstatement, significant overpayment alleged act or violation of law omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

Government Contracts. (a) Except as set forth in Sections 2.07(b) and 2.09 of the Seller Disclosure Letter, since January 1, 2012, (i) as described Seller and its Subsidiaries have complied in all material respects with all applicable requirements of the Registration StatementU.S. Government Cost Accounting Standards, the Time Federal Truth in Negotiations Act, the Procurement Integrity Act, the False Claims Act, Executive Order No. 11246 of Sale Prospectus 1965, Section 503 of the Rehabilitation Act of 1973, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, and the Prospectus any other laws, rules, regulations or orders applicable to any Government Contract or Government Bid, (ii) to Seller’s knowledge, there is no pending claim for, and Seller has not made a determination that there is credible evidence of fraud (as would not reasonably be expected to have a Material Adverse Effect, such concept is defined under the Laws of the United States) in connection with respect to each any Government Contract (as defined below): (A) during in respect of the five years prior to the date hereof, (1) the Company Business and each of its subsidiaries has complied with all laws, regulations and requirements applicable to neither any Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company Authority nor any of its subsidiaries nor prime contractor, subcontractor or other Person or entity has notified Seller or any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge member of the CompanySeller Group in writing, current employees is that Seller or such member of the Seller Group has been suspended breached or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or violated in any of its subsidiaries, as applicable, in writing of material respect any breach or violation of any applicable law that remains unresolved and pertains Law pertaining to any Government Contract; Contract or Government Bid in respect of the Business, (4iii) neither none of Seller or any member of the Company nor any of its Subsidiaries Seller Group has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Government Authority with respect to a Government Contract, and (iv) none of Seller or any irregularity, misstatement, significant overpayment or violation member of law Seller Group has received notice of any material (A) outstanding claims in respect of the Business arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued Contract by any governmental body regarding any Government Contract; and Authority or prime contractor, subcontractor or other Person or (8) neither the Company nor any of its subsidiaries is subject to B) outstanding claims or requests for equitable adjustment or disputes in excess respect of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company Business between Seller or any subsidiary under any Government Contract; and (B) neither member of the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiariesSeller Group, on the one hand, and any governmental body the United States government or any prime contractor contractor, subcontractor, vendor or subcontractor (at any tier) of any governmental bodyother Person, on the other hand. As used herein, “arising under or relating to any Government Proposal” means Contract or Government Bid. (b) Neither Seller or any other member of the Seller Group (in each case solely with respect to the Business) is or since January 1, 2012 has been suspended, debarred, proposed for debarment or otherwise excluded from participation, as a bidcontractor or subcontractor, quote, tender, offer or proposal which, if accepted, would result in the award of any Contract from a Government ContractGovernmental Authority.

Government Contracts. (a) Except for the Rolls Royce T-56 Engine Parts Contract, the Company has no material Government Contracts. (b) Except as set forth in Schedule 4.21, (i) as described each of the Company and its Subsidiaries is in compliance, and has complied, in all material respects during the Registration Statementpast three years with all requirements of any statute, the Time of Sale Prospectus and the Prospectus law, rule or regulation pertaining to its Government Contracts; (ii) as would not reasonably be expected to have a Material Adverse Effect, all representations and certifications made by each of the Company and its Subsidiaries during the past three years with respect to such Government Contracts were accurate in all material respects as of their effective date, and each Government Contract of the Company and its Subsidiaries has fully complied in all material respects with such representations and certifications, and (iii) as defined below): (A) during the five years prior to of the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge Knowledge of the Company, current employees is no termination or default, cure notice or show cause notice has been suspended issued and remains unresolved. (c) Except as set forth in Schedule 4.21, (i) to the Knowledge of the Company, as of the date of this Agreement, none of the employees, consultants or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified agents of the Company or any of its subsidiariesSubsidiaries is under any administrative, as applicablecivil or criminal investigation or indictment by any Governmental Entity with respect to the conduct of the business of each of the Company and its Subsidiaries, (ii) to the Knowledge of the Company, there is no pending material U.S. governmental investigation of the Company or any of its Subsidiaries, or any of their respective officers, employees, consultants or agents, nor has there been any material U.S. governmental investigation of the Company or any of its Subsidiaries, or any of their respective officers, employees, consultants or agents resulting in writing of any breach material adverse finding with respect to any material alleged irregularity, misstatement or violation of any applicable law that remains unresolved and pertains omission arising under or relating to any Government Contract; , and (4iii) during the last three years, neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure in writing to any governmental body Governmental Entity with respect to any material alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; . (7d) neither Except as set forth in Schedule 4.21, as of the Company nor date of this Agreement, there are no outstanding written material claims that have been asserted against the Company, or any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued Subsidiaries, by any governmental body regarding Governmental Entity or by any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject Contract to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to which the Company or any subsidiary under any of its Subsidiaries is a party. (e) The Company and its Subsidiaries are not subject to the United States Government Contract; and cost accounting rules. (Bf) neither Each of the Company nor any of and its subsidiaries holds a facility Subsidiaries is in material compliance with all national security clearance as defined obligations, including, without limitation, those specified in the National Industrial Security Program Operating Manual (DoD Manual, DOD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor M (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractJanuary 1995).

Government Contracts. (a) Except as set forth on the XpiData Disclosure Letter, XpiData is not a party to any government contracts. (ib) XpiData has not been suspended or barred from bidding on contracts or subcontracts for any agency or instrumentality of the United States Government or any state or local government, nor, to the Knowledge of the Principals, has any suspension or debarment action been threatened or commenced. There is no valid basis for XpiData's suspension or debarment from bidding on contracts or subcontracts for any agency of the United States Government or any state or local government. (c) Except as described set forth in the Registration StatementXpiData Disclosure Letter, XpiData has not been, nor is it now being, audited, or investigated by any government agency, or the Time inspector general or auditor general or similar functionary of Sale Prospectus and any agency or instrumentality, nor, to the Prospectus Knowledge of the Principals, has such audit or investigation been threatened. (iid) as would not reasonably be expected XpiData has no dispute pending before a contracting office of, nor any current claim (other than the Accounts Receivable) pending against, any agency or instrumentality of the United States Government or any state or local government, relating to have a Material Adverse Effectcontract. (e) XpiData has not, with respect to each Government Contract any government contract, received a cure notice advising XpiData that it is or was in default or would, if it failed to take remedial action, be in default under such contract. (as defined below): (Af) during the five years prior XpiData has not submitted any inaccurate, untruthful, or misleading cost or pricing data, certification, bid, proposal, report, claim, or any other information relating to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable a contract to Government Contracts any agency or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge instrumentality of the CompanyUnited States Government or any state or local government. (g) No employee, current employees agent, consultant, representative, or affiliate of XpiData is in receipt or possession of any competitor or government proprietary or procurement sensitive information related to XpiData's business under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized. (h) Each of XpiData's government contracts has been suspended issued, awarded or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, novated to XpiData in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractXpiData's name.

Government Contracts. Except (ia) There is no suit pending as described to which notice has been provided to the Company or its Subsidiary or, to the best knowledge of the Company or the Principal Holders, investigation pending or threatened against the Company or its Subsidiary asserting or alleging the commission of criminal acts or bribery by either the Company or its Subsidiary with respect to any Contract between the Company or its Subsidiary and the United States Government or a department or agency thereof (a "GOVERNMENT CONTRACT"). Neither the Company nor its Subsidiary has been debarred or suspended from participation in the Registration Statementaward of contracts with the U.S. government or any agency or department thereof (it being understood that debarment and suspension does not include ineligibility to bid for certain contracts due to generally applicable bidding requirements). The Company and its Subsidiary are, and at times have been, in compliance with all applicable laws, rules and regulations relating to any Government Contract and neither the Time Company nor any Subsidiary has received written notice of Sale Prospectus any kind from the United States Government or any agency or department thereof alleging any violation, or notifying the Company or any Subsidiary of any investigation of a possible violation, of any applicable law, rule, or regulation by the Company or its Subsidiary or any act for which the Company or its Subsidiary could be debarred or suspended from contracting with any agency of any government, or prohibiting or seeking to prohibit the Company or its Subsidiary from conducting, or restricting or seeking to restrict the Company's or its Subsidiary' ability to conduct, all or any part of its business or operations or from contracting with any government. No payment has been made by the Company or its Subsidiary, or, to the best knowledge of the Company, by any Person acting on its or their behalf, to any Person in connection with any Government Contract in violation of applicable procurement laws or regulations or in violation of (or requiring disclosure pursuant to) the Foreign Corrupt Practices Act. The cost accounting and procurement systems maintained by the Prospectus or Company and its Subsidiary with respect to Government Contracts are in compliance with all applicable U.S. government laws and regulations. (iib) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1i) the Company and each of its subsidiaries has Subsidiary have complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein; (including ii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract were complete and Government Proposalcorrect in all respects as of their effective date, including compliance and the Company and each Subsidiary has complied in all respects with accounting requirementsall such representations and certifications; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3iv) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariestermination for convenience, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains is in effect as of the date hereof pertaining to any Government Contract; . (5c) neither Except as set forth on SCHEDULE 4.12, no Contract with a customer has accrued or is expected by the Company nor to result in any losses. (d) SCHEDULE 4.12 identifies the Company's current Government Contracts, provides a best estimate of its subsidiaries has received any written or oral notice the value of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authorityremaining contract ceiling, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess provides a best estimate of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; portion of the remaining ceiling value that is authorized and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractremaining.

Government Contracts. Except (ia) None of the Borrower or any of its Subsidiaries or any of their respective Affiliates is party to any Contractual Obligation or subject to any Requirement of Law as described a result of any conflict of interest by, between or among the Borrower, such Subsidiaries or such Affiliates or otherwise that would result in the Registration Statementtermination of any Material Government Contract or that would impose any material limitation on the Borrower's or such Subsidiary's ability to perform such contract or to continue its business as presently conducted and proposed to be conducted. (b) No payment has been made by the Borrower or any of its Subsidiaries, or by any Person authorized to act on their behalf, to any Person in connection with any Government Contract of the Time Borrower or any such Subsidiary, which payment would be a material violation of Sale Prospectus and applicable procurement laws or regulations or of the Prospectus Foreign Corrupt Practices Act or of any other material Requirement of Law. (iic) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract (as defined below): (A) during to which the five years prior to the date hereof, (1) the Company and each Borrower or any of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals Subsidiaries is a party: (as defined belowi) and the terms and conditions of (including all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract were complete and Government Proposalcorrect in all material respects as of their effective date, including compliance and the Borrower and each such Subsidiary have complied in all material respects with accounting requirementsall such representations and certifications; (2ii) except as set forth on Item 6.22 ("Government Contracts") of the Disclosure Schedule, neither the Company United States Government nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)prime contractor, or, to the knowledge of the Company, current employees is subcontractor or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor other Person has notified the Company Borrower or any such Subsidiary, either orally or in writing, that Borrower or such Subsidiary has breached or violated any material Requirement of its subsidiariesLaw, as applicableor any material certificate, in writing of any breach representation, clause, provision or violation of any applicable law that remains unresolved and pertains requirement pertaining to any such Government Contract; and (4iii) neither the Company nor any of its Subsidiaries has received any notice of solely with respect to Material Government Contracts, no termination for convenience, termination for default, cure notice or show cause notice that remains unresolved and pertains is currently in effect pertaining to any such Material Government Contract; . (5d) neither Except as set forth on Item 6.22 of the Company nor Disclosure Schedule, (i) none of the Borrower or any of its subsidiaries has received any written Subsidiaries or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries their respective directors, officers or employees is (or during the last three (3) years has conducted an internal been) under administrative, civil or criminal investigation or compliance reviewindictment by any Governmental Authority, or made any voluntary or mandatory disclosure to any governmental body with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; and (7ii) neither during the Company nor last three (3) years, none of the Borrower or any of its subsidiaries the Subsidiaries has been subject conducted or initiated any internal investigation or made a voluntary disclosure to the United States Government, with respect to any alleged irregularity, misstatement or omission arising under or relating to a civil fraud law suit Government Contract, in each case except (with respect to such matters occurring after the Effective Date) as disclosed to the Lenders. (e) Except as set forth on Item 6.22 of the Disclosure Schedule, there exist (i) no outstanding material claims against the Borrower or received a subpoena any of the Subsidiaries, either by the United States Government or civil investigative demand issued by any governmental body regarding prime contractor, subcontractor, vendor or other third party, arising under or relating to any Government Contract; and (8) neither ii) no material disputes between the Company nor Borrower or any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, the Subsidiaries and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company United States Government under the Contract Disputes Act or any subsidiary other Federal statute or between the Borrower or any of the Subsidiaries and any prime contractor, subcontractor or vendor arising under or relating to any such Government Contract; and . (Bf) neither None of the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company Borrower or any of its subsidiaries, on the one hand, and any governmental body Subsidiaries or any prime contractor of their respective directors, officers or subcontractor employees is (at any tieror during the last three (3) years has been) suspended or debarred from doing business with the United States Government or is (or during such period was) the subject of any governmental body, on the other hand. As used herein, “a finding of nonresponsibility or ineligibility for United States Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contractcontracting.

Government Contracts. Except (a) Since the Applicable Date neither the Company, nor any of its Subsidiaries, nor to the Knowledge of the Company, any of their respective officers, senior management or employees, has been debarred, excluded or suspended from, or declared nonresponsible or ineligible for, government procurement pursuant to 48 C.F.R. subpart 9.4, or any comparable state or local Laws and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to debarment, exclusion, suspension, or a declaration that the Company is nonresponsible or ineligible for government procurement. (b) (b) Since the Applicable Date, (i) as described the Company has been in compliance in all material respects with the Registration Statementterms of all Government Contracts, the Time of Sale Prospectus federal acquisition regulations, and the Prospectus all comparable state or local procurement Laws; (ii) the Company has not been in default under a Government Contract and no Government Contract has been terminated for cause. (c) Except as would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereofall representations, (1) the Company certifications and each statements executed, acknowledged and submitted by or on behalf of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiariesSubsidiaries in connection with Government Contracts were current, accurate and complete as applicableof their respective effective dates. (d) Except as would not reasonably be expected to have, individually or in writing the aggregate, a Company Material Adverse Effect, since the Applicable Date, all invoices and claims submitted for payment, reimbursement or adjustment submitted by the Company or any of any breach or violation its Subsidiaries were current, accurate and complete as of any applicable law that remains unresolved and pertains to any Government Contract; its submission dates. (4e) Since the Applicable Date, other than in the ordinary course of business, neither the Company nor any of its Subsidiaries has received conducted or initiated any notice of termination for defaultinternal investigation, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to made a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or been obligated to provide a material mandatory disclosure to any governmental body Governmental Body with respect to any alleged or potential irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government ContractContract or Government Bid.

Government Contracts. Except (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of each Government Contract and Government Bid to which the Company or any of its Subsidiaries is a party or by which either the Company or any of its Subsidiaries is bound. (b) (i) as described in The Company and its Subsidiaries have complied with all material terms and conditions of each Government Contract and, to the Registration StatementKnowledge of the Company, the Time of Sale Prospectus and the Prospectus each Government Bid to which it or its Subsidiaries is a party; (ii) as the Company and its Subsidiaries have complied with the requirements of any Law pertaining to such Government Contract and, to the Knowledge of the Company, Government Bid, including, but not limited to, any applicable export control laws and regulations, data privacy laws and regulations, and any applicable procurement or acquisition laws or regulations, including but not limited to the Federal Acquisition Regulation and applicable agency supplements, the Anti-Kickback Act of 1986, 41 U.S.C. 51, and the Procurement Integrity Act, 41 U.S.C. 423, except where the failure to comply has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect, with respect to each Government Contract ; (as defined below): (Aiii) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each made by the Company or any Subsidiary with respect to a Government Contract or, to the Knowledge of the Company, a Government Bid were accurate in all material respects as of their effective date, and Government Proposal, including compliance the Company has complied with accounting requirementssuch representations and certifications in all material respects; (2iv) to the Knowledge of the Company, no default termination notice, cure notice, suspension of contract award notice, show cause notice or suspension order has been issued and remains unresolved with respect to any such Government Contract, and no event, condition or omission has occurred or exists that would constitute grounds for such action; (v) neither the United States Government, the British Government, the Commission of the European Communities, nor any prime contractor, subcontractor, vendor or other third party has notified the Company in writing that the Company has breached or violated any Law pertaining to such Government Contract or Government Bid; and (vi) no money due to the Company pertaining to any such Government Contract or Government Bid has been withheld or set off. (c) (i) To the Knowledge of the Company, neither the Company, nor any of its Subsidiaries or employees is or has been under any administrative, civil or criminal investigation or indictment by any Governmental Authority with respect to the conduct of the business of the Company in relation to any such Government Contract or Government Bid; (ii) to the Knowledge of the Company, there is neither any pending audit or investigation of the Company or its Subsidiaries, including, without limitation, incurred cost audits and accounting system reviews, nor has there been any audit or investigation of the Company or any of its Subsidiaries which resulted in any adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any such Government Contract or Government Bid; (iii) to the Knowledge of the Company, no cost incurred by the Company or its Subsidiaries pertaining to any such Government Contract or Government Bid has been disallowed by any Governmental Authority or is the subject of an investigation and, to the Knowledge of the Company, there is no basis upon which any such incurred cost will be disallowed in the future by any Governmental Authority; and (iv) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or Subsidiary has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Governmental Authority with respect to any alleged, unresolved irregularity, misstatementmisstatement or omission arising under or relating to any such Government Contract or Government Bid. (d) Except as set forth on Section 3.14(d) of the Company Disclosure Schedule, significant overpayment there are (i) no outstanding claims against the Company or violation of law its Subsidiaries, either by a Governmental Authority or by any prime contractor, subcontractor, vendor, supplier or other third party arising under or relating to any Government Contract; (7) neither Contract or Government Bid to which the Company nor any of its subsidiaries has been subject to is a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contractparty; and (8) neither the Company nor any of its subsidiaries is subject to claims or ii) no outstanding disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any Subsidiary and any Governmental Authority under the Contract Disputes Act of its subsidiaries1978, as amended (“Contract Disputes Act”) or any other statute, or between the Company, on the one hand, and any governmental body prime contractor, subcontractor or any prime contractor or subcontractor (at any tier) of any governmental bodyvendor, on the other hand, arising under or relating to any such Government Contract or Government Bid. As used hereinNo Governmental Authority has any pending or, “to the Knowledge of the Company, potential claim against the Company or its Subsidiaries arising under or relating to any Government Proposal” means Contract or Government Bid to which the Company or any of its Subsidiaries is a bidparty. (e) To the Knowledge of the Company, quoteall Government Contracts have been awarded to the Company or its Subsidiaries in compliance with all applicable Laws. There are no Government Contracts or Government Bids to which the Company or any of its Subsidiaries is a party or bound premised on the Company or any of its Subsidiaries having 8(a) status, tendersmall business status, offer small disadvantaged business status, protégé status or proposal whichother preferential status, if accepted, would result in a Government Contractexcept as set forth on Section 3.14(e) of the Company Disclosure Schedule.

Government Contracts. Except (ia) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with With respect to each Government Contract Contract: (as defined below): (A) during the five years prior to the date hereof, (1i) the Company Seller and each of its subsidiaries has the Business have complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of any Law therein, (including ii) the Seller and the Business have complied in all material respects with the requirements of applicable Law pertaining to such Government Contract, (iii) all representations and certifications relating to) each executed, acknowledged or set forth in or pertaining to such Government Contract were correct and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any complete as of their respective Principals effective date, and the Seller and the Business have complied in all material respects with all such representations and certifications; and (as defined iv) in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or past six years there has been suspended no termination for convenience or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, and no cure notice or show cause notice that remains unresolved and pertains pertaining to any material Government Contract; Contract is in effect. (5b) In the past six years, (i) neither the Company Seller nor the Business, nor any “Principal” of its subsidiaries the Seller or the Business (as defined in Federal Acquisition Regulation 52.209-5) has received any written been under administrative, civil or oral notice of any audits criminal investigation, suspension or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance reviewdebarment proceeding, or made indictment or audit by any voluntary or mandatory disclosure to any governmental body Governmental Authority with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; Contract (7other than routine Governmental Authority audits, in which no such irregularities, misstatements or omissions were expressly identified), and (ii) neither the Company Seller nor the Business has conducted or initiated any of its subsidiaries has been subject internal investigation or made a voluntary disclosure to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld with respect to any alleged irregularity, misstatement or set off omission arising under or attempted relating to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract. (c) In the past six years, neither the Seller nor the Business, nor any “Principal” of the Seller or the Business (as defined in Federal Acquisition Regulation 52.209-5) has been suspended or debarred from doing business with any Governmental Authority or is, or at any time has been, the subject of a finding of non-responsibility or ineligibility or other similar finding for government contracting. No circumstances exist that would warrant the institution of suspension or debarment proceedings or the finding of non-responsibility or ineligibility on the part of the Seller or the Business as of the Effective Date.

Government Contracts. (a) Except (i) as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect, Effect with respect to each the Acquired Corporations: (i) none of the directors, officers or employees of any Acquired Corporation is (or since February 2, 2018 has been) under administrative, civil or criminal investigation or indictment by any Governmental Body (except as to routine security investigations); (ii) there is no pending or, to the Knowledge of the Company, threatened audit or investigation by any Governmental Body of any Acquired Corporation or any of their respective directors, officers or employees with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid; (as defined below): iii) since February 2, 2018, no Acquired Corporation has made a disclosure with respect to any alleged irregularity, misstatement or omission arising under a Government Contract with or a Government Bid by any Acquired Corporation, other than routine inquiries, audits and reconciliations; and (A) during the five years prior to the date hereof, (1iv) the Company and each of its subsidiaries has Acquired Corporations have complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and each Government ProposalBid to which it is a party or subject to and all Legal Requirements applicable and pertaining to each such Government Contract and Government Bid. (b) Except as would not reasonably be expected to have, including compliance with accounting requirements; (2) neither individually or in the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)aggregate, or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its Subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body Material Adverse Effect with respect to the Acquired Corporations, there are (i) no outstanding claims against any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination Acquired Corporation by a Governmental AuthorityBody or by any prime contractor, and no Governmental Authority has withheld subcontractor or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary vendor arising under any Government Contract; Contract with or Government Bid by any Acquired Corporation and (Bii) neither no disputes between a Governmental Body and any Acquired Corporation under the Company nor Contract Disputes Act or any of its subsidiaries holds a facility security clearance other applicable Legal Requirement or between any Acquired Corporation and any prime contractor, subcontractor or vendor arising under any such Government Contract with or Government Bid by an Acquired Corporation. Except as defined would not reasonably be expected to have, individually or in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used hereinaggregate, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.Material Adverse Effect

Government Contracts. Except (a) Schedule 2.20(a)(i) of the Disclosure Letter accurately lists, for each Government Contract for which the period of performance has not expired or for which final payment has not been received (each, a “Current Government Contract”): (i) as described in the Registration Statementcontract number, the Time of Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effectthe award date, and (iii) the contract end date. Schedule 2.20(a)(ii) of the Disclosure Letter accurately lists all outstanding Government Bids and, with respect to each outstanding Government Contract (as defined below): Bid, accurately lists (A) during a description of the five years prior proposal, (B) the expected award date, if known, and (C) the estimated contract value based on the proposal. (b) The Company has made available to Acquiror correct and complete copies of all Current Government Contracts, including all amendments, and modifications, and has provided Acquiror with access to true and correct copies of material correspondence, including any change or purchase orders that contained express references to FAR or DFARS requirements. The Current Government Contracts were legally awarded, are binding on the applicable parties, and are in full force and effect. None of the Current Government Contracts are currently the subject of bid or award protest proceedings, and no Government Bids are, to the date hereofKnowledge of the Company, reasonably likely to become the subject of bid or award protest proceedings. (1c) With respect to every Government Contract or Government Bid: (i) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the material terms and conditions of (including all representations and certifications relating to) each such Government Contract and or Government ProposalBid, including compliance with accounting requirements; clauses, provisions and requirements incorporated expressly, by reference, or by operation of Applicable Law therein, (2ii) neither the Company nor any of its subsidiaries nor any of their respective Principals (as defined in 48 C.F.R. § 2.101)has complied with all Applicable Laws pertaining to such Government Contract or Government Bid, or, including but not limited to the knowledge of FAR, any applicable agency-specific FAR supplement or acquisition regulation and related cost principles, and any applicable Cost Accounting Standards, (iii) all material representations, certifications, and warranties executed or acknowledged by the Company, current employees is or has been suspended or debarredset forth in, or proposed for debarment pertaining to, such Government Contract or suspension from government contracting declared ineligible or determined non-responsible; Government Bid were current, accurate and complete as of their effective date, and the Company has complied with all such representations, certifications, and warranties, (3iv) no governmental body Governmental Entity, prime contractor, subcontractor or prime contractor or subcontractor any other Person has notified the Company or any of its subsidiaries, as applicable, in writing of any an alleged breach or violation of any applicable law that remains unresolved and pertains to the terms of any Government Contract; Contract or Government Bid nor of Applicable Law pertaining to such Government Contract or Government Bid, (4v) neither the Company nor any of its Subsidiaries has received any notice of no termination for convenience, termination for default, cure notice or show cause notice has been received by the Company and not resolved or cured, (vi) no substantially adverse or negative past performance evaluation or rating has been received by the Company that remains unresolved and pertains could reasonably be expected to adversely affect the potential award of a Government Contract to the Company, (vii) no negative determination of responsibility has been issued to the Company with respect to any quotation, bid or proposal for any Government Contract; Contract or Government Bid, (5viii) no cost or charge incurred by the Company has been questioned or disallowed other than those that have been resolved, and (ix) no money due to the Company pertaining to such Government Contract has been withheld or offset nor has any claim been made to the Company to withhold or offset money. (d) Since January 1, 2017, neither the Company nor any of its subsidiaries has received directors, officers, employees, representatives, agents, in their capacities as such, have been subject to any written criminal indictment, lawsuit, subpoena, civil investigative demand, discovery request, administrative proceeding, voluntary disclosure, claim, dispute, mediation or oral notice arbitration with regard to, any material violation of any audits or investigations that pertains requirement pertaining to a Government Contract; Contract or Government Bid, including material violations of any Applicable Laws relating thereto. (6e) neither the Company nor Since January 1, 2017, except for any of its subsidiaries has conducted an internal investigation or compliance audit, review, inspection, investigation, survey or made any voluntary examination of records relating to a Government Contract or mandatory disclosure to any governmental body Government Bid in the ordinary course of business consistent with past practice and not with respect to any alleged irregularity, misstatement, significant overpayment misstatement or violation of law omission arising under or relating to any Government Contract; (7) neither Contract or Government Bid, the Company nor has not: (i) undergone, or is currently undergoing, any audit, review, inspection, investigation, survey or examination of records relating to any Government Contract, (ii) received written notice of or undergone any investigation or review relating to any Government Contract, (iii) been threatened with an audit, review, inspection, investigation, survey or examination of records, (iv) received any official notice that it is or was being specifically audited or investigated by the Government Accountability Office, the Defense Contract Audit Agency of the United States Government, or any other state or federal agency, entity, or representative relating to a Government Contract or Government Bid, or (v) received any notice that any audit, review, inspection, investigation, survey or examination of records has revealed any fact, occurrence or practice that would reasonably be expected to adversely affect the Company. (f) Except as set forth in Schedule 2.20(f) of the Disclosure Letter: (i) there are no existing or threatened in writing claims against the Company, asserted by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person relating to any Government Contract (excluding claims for payments due in the ordinary course of performance of any such Government Contract), (ii) to the Knowledge of the Company, no outstanding disputes exist between the Company and any Governmental Entity, under the Contract Disputes Act or any other Applicable Law, or between the Company and any prime contractor, subcontractor or vendor, relating to any Government Contract, and (iii) the Company has not asserted any claim or initiated any dispute proceedings, directly or indirectly against any Governmental Entity, prime contractor, subcontractor or vendor concerning any Government Contract. (g) The Company and, to the Knowledge of the Company, none of its directors, officers, representatives, agents, consultants, or employees is (or at any time since January 1, 2017 has been) suspended or debarred from doing business with any Governmental Entity, or proposed for suspension or debarment or declared non-responsible or ineligible to receive a Government Contract. No debarment, suspension or exclusion proceeding has been initiated against the Company, or, to the Knowledge of the Company, any, directors, officers, representatives, agents, consultants, or employees of the Company. To the Knowledge of the Company, no circumstances exist that may lead to the institution of suspension or debarment proceedings against the Company, or to the Knowledge of the Company any of its subsidiaries directors, officers, representatives, agents, or employees. The Company has not since January 1, 2017, been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding terminated for default under any Government Contract; . (h) The Company possesses all necessary national security clearances for the execution of their obligations under any Current Government Contract. The Company is in compliance with applicable National Security Laws and requirements and have in place proper procedures, practices and records to access classified information up to the level of its current clearances and to maintain the security clearances necessary to perform its Current Government Contracts. (8) neither i) Except as set forth on Schedule 2.20(i) of the Disclosure Letter, none of the Government Contracts or Government Bids were awarded or submitted pursuant to a procurement that was restricted to contractors having small business status, small disadvantaged business status, mentor or protégé status, or other preferential status. (j) Except as set forth on Schedule 2.20(j) of the Disclosure Letter, there are no Current Government Contracts or Government Bids that include any terms or provisions that restrict the Company’s ability to bid on or perform work on future Government Contracts based upon an “organizational conflict of interest” as defined in FAR Subpart 9.5. To the extent that the Company performs activities under Government Contracts that could result in an organizational conflict of interest, the Company, its directors, officers, representatives, agents, and employees have complied with any and all conflict of interest policies established by the Company. (k) No Current Government Contract has incurred or currently projects losses, nor shall any Government Bid, if accepted or entered into, obligate the Company to process, manufacture or deliver products or perform services that could reasonably be expected to incur, or currently project, losses. No payment has been made by the Company or by a Person acting on the Company’s behalf to any Person (other than to any bona fide employee or agent of its subsidiaries the Company, as defined in subpart 3.4 of the FAR), which is or was contingent upon the award of any Government Contract. The Company is not subject to claims any “forward pricing” regulations. (l) Except as set forth on Schedule 2.20(l) of the Disclosure Letter, the Company has not assigned or disputes in excess of $250,000 otherwise conveyed or transferred, or agreed to assign or otherwise convey or transfer, any Government Contract or any account receivable relating thereto, to any Person whether as a result security interest or otherwise. (m) Except as set forth on Schedule 2.20(m) of a written finding the Disclosure Letter, no personal property, equipment or determination fixtures are loaned, bailed or otherwise furnished to the Company by a or on behalf of any Governmental AuthorityEntity. (n) The Company has taken all steps available under all Government Contracts and Applicable Law to assert, protect and support its rights in Company Owned IP that is material to the business of the Company (including such technical data, computer software documentation, inventions and other Company Owned IP) so that no more than the minimum rights or licenses required under Applicable Laws and Government Contract terms shall have been provided to the receiving party or the Governmental Entity. Without limiting the foregoing, with respect to Company Owned IP that is material to the business of the Company, the Company has timely disclosed and elected title to all subject inventions, timely listed all technical data and computer software to be furnished with less than unlimited rights in any required assertions table, and included the proper and required restrictive legends on all copies of any technical data, computer software, computer software documentation, and other Intellectual Property delivered under any Government Contract. All such markings and rights were properly asserted and justified under the Government Contracts, and no Governmental Authority Entity, prime contractor, or higher-tier subcontractor has withheld or set off or attempted to withhold or set offchallenged or, an amount in excess of $250,000 otherwise due or payable to the Knowledge of the Company, has any basis for challenging, the markings and rights asserted by the Company. The Company has not used or disclosed any subsidiary Intellectual Property developed under any Government Contract; Contract in a manner prohibited by such Government Contract without having obtained any permission required by Law of the relevant Governmental Entity or other authorized party. (o) The Company has complied with all data security, cybersecurity, and (Bphysical security terms and conditions and procedures required by its Government Contracts and by all Applicable Law. Except as set forth in Schedule 2.20(o) neither of the Disclosure Letter since January 1, 2017, to the Knowledge of the Company, the Company nor has not had or experienced any breach of its subsidiaries holds a facility data security clearance or cybersecurity, whether physical or electronic. Any data security, cybersecurity or physical security breach related to any Government Contract has been reported, within the allowed time, to the necessary Governmental Entity or higher tier contractor, as defined in required by the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement terms of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.