Government Funding; Government Contracts. (a) Neither the Company nor any of its Subsidiaries has applied for or received any financial assistance from any supranational, national, local or foreign authority or government agency. (b) Neither the Company nor any of its Subsidiaries, nor any of their respective Employees is, or within the past three years has been, to the Knowledge of the Company (i) under any material administrative, civil or criminal investigation, audit, indictment or information or any other Action by any Governmental Authority, (ii) the subject of any material audit or investigation by the Company or any of its Subsidiaries, in each case, with respect to any alleged violation of any Legal Requirement or Contract arising under or relating to any Contract between the Company or any of its Subsidiaries, on the one hand, and any Governmental Authority, on the other hand, including any facilities Contract for the use of government‑owned facilities or each Contract between the Company or any of its Subsidiaries, on the one hand, and any prime contractor or upper‑tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Authority, or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this clause (iii), in the case of Contracts governed by Legal Requirements other than the state or federal Legal Requirements of the United States, the functional equivalents thereof, if any), from participation in the award of any Contract with any Governmental Authority. There exist no facts or circumstances that, to the Knowledge of the Company, would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any of its Subsidiaries or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Authority.
Appears in 1 contract
Sources: Merger Agreement (Tivo Inc)
Government Funding; Government Contracts. (a) Neither the The Company nor any of its Subsidiaries has not applied for or received any financial assistance from any supranational, national, local or foreign authority or government agency.
(b) Neither the Company Company, nor any of its Subsidiariesmanagers, nor any of their respective Employees officers or employees is, or within the past three years has been, to the Knowledge of the Company (i) under any material administrative, civil or criminal investigation, audit, indictment or information or any other Action by any Governmental Authority, (ii) the subject of any material audit or investigation by the Company or any of its SubsidiariesCompany Subsidiary, in each case, with respect to any alleged violation of any Legal Requirement or Contract arising under or relating to any Contract between the Company or any of its SubsidiariesCompany, on the one hand, and any Governmental Authority, on the other hand, including any facilities Contract for the use of government‑owned government-owned facilities (each such Contract, a “Company Government Contract”) or each Contract between the Company or any of its SubsidiariesCompany, on the one hand, and any prime contractor or upper‑tier upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Authority, (each such Contract, a “Company Government Subcontract”) or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this clause (iii), in the case of Contracts governed by Legal Requirements other than the state or federal Legal Requirements of the United States, the functional equivalents thereof, if any), from participation in the award of any Contract with any Governmental Authority. There exist no facts or circumstances that, to the Knowledge of the Company, would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any of its Subsidiaries Company Subsidiary or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Authority.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Upland Software, Inc.)
Government Funding; Government Contracts. (a) Neither the The Company nor any of its Subsidiaries has not applied for or received any financial assistance from any supranational, national, local or foreign authority or government agency.
(b) Neither the Company Company, nor to the Knowledge of the Company, any of its Subsidiariesmanagers, nor any of their respective Employees officers or employees is, or within the past three years has been, to the Knowledge of the Company (i) under any material administrative, civil or criminal investigation, audit, indictment or information or any other Action by any Governmental Authority, (ii) the subject of any material audit or investigation by the Company or any of its SubsidiariesCompany Subsidiary, in each case, with respect to any alleged violation of any Legal Requirement or Contract arising under or relating to any Contract between the Company or any of its SubsidiariesCompany, on the one hand, and any Governmental Authority, on the other hand, including any facilities Contract for the use of government‑owned government-owned facilities (each such Contract, a “Company Government Contract”) or each Contract between the Company or any of its SubsidiariesCompany, on the one hand, and any prime contractor or upper‑tier upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Authority, (each such Contract, a “Company Government Subcontract”) or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this clause (iii), in the case of Contracts governed by Legal Requirements other than the state or federal Legal Requirements of the United States, the functional equivalents thereof, if any), from participation in the award of any Contract with any Governmental Authority. There exist no facts or circumstances that, to the Knowledge of the Company, would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the Company, any of its Subsidiaries Company Subsidiary or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Authority.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Upland Software, Inc.)
Government Funding; Government Contracts. (a) Neither the Company nor any of its Subsidiaries has applied for or received any financial assistance from any supranational, national, local or foreign authority or government agency.
(b) Neither the Company nor any of its SubsidiariesCompany, nor any directors, officers or employees of their respective Employees either Company is, or within the past three years has been, to the Knowledge of the Company Group (i) under any material administrative, civil or criminal investigation, audit, indictment or information or any other Action by any Governmental Authority, (ii) the subject of any material audit or investigation by the Company or any of its Subsidiaries, in each caseinvestigation, with respect to any alleged violation of any Legal Requirement or Contract arising under or relating to any Contract between the Company or any of its Subsidiariessuch Company, on the one hand, and any Governmental Authority, on the other hand, including any facilities Contract for the use of government‑owned government-owned facilities (each such Contract, a “Company Government Contract”) or each Contract between the Company or any of its Subsidiariessuch Company, on the one hand, and any prime contractor or upper‑tier upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Authority, (each such Contract, a “Company Government Subcontract”) or (iii) debarred or suspended, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension (or for purposes of this clause (iii), in the case of Contracts governed by Legal Requirements other than the state or federal Legal Requirements of the United States, the functional equivalents thereof, if any), from participation in the award of any Contract with any Governmental Authority. There exist no facts or circumstances that, to the Knowledge of the CompanyCompany Group, would warrant the institution of suspension or debarment proceedings or a finding of nonresponsibility or ineligibility with respect to the either Company, any of its Subsidiaries or any of their respective directors, officers or managers, in any such case, for purposes of doing business with any Governmental Authority.
Appears in 1 contract