Common use of Investigations, Audits and Internal Controls Clause in Contracts

Investigations, Audits and Internal Controls. Except as set forth on the Schedule 4.25c), at all times over the past six (6) years, with respect to any Government Contract or Government Bid: (i) There is no pending claim, or, to the Company’s Knowledge, any reasonable basis to give rise to any claim against the Company for fraud or violation of the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, or other Law applicable to any Government Contract. (ii) The Company has not been served with any document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives in connection with or related to any Government Contract or Government Bid. (iii) The Company has not received notice that it, or any of its predecessors, officers, directors, employees, Affiliates, agents or representatives, has been under administrative, civil or criminal investigation, indictment or criminal information, or audit by a Governmental Entity (other than routine audits by the Government Audit Agency in the Ordinary Course of Business) with respect to any Government Contract, Government Bid or applicable Law, including any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor any Company Principal (as defined in FAR 2.101) has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Law. (v) The Company has not made, and is not and has never been required to make, any disclosure to a Governmental Entity under FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, any predecessor of the Company has made a voluntary disclosure to any Governmental Entity with respect to any alleged suspected, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (vii) The practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Government Contract or Government Bid are, in all material respects, in compliance with applicable Laws, including FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable and no audit by a Governmental Entity (including the Government Audit Agency) in the past six (6) years has questioned such costs or identified any other failure to comply, in all material respects, with contractual requirements or applicable Law. (viii) Schedule 4.25c)viii) lists each draft or final written audit report received by the Company and issued by any Governmental Entity (including the Government Audit Agency) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereof. The Company has delivered or otherwise made available to the Surviving Entity correct and complete copies of each such report.

Investigations, Audits and Internal Controls. Except as otherwise set forth on the Schedule 4.25c), at all times over the past six (6) yearsDisclosure Schedules, with respect to any Government Contract or Government Bid: (i) There is no pending claim, or, to the Company’s Knowledge, any Claim or reasonable basis to give rise to any claim Claim against the Company for fraud or violation of under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, or other Law applicable to any Government ContractApplicable Law. (ii) The Company has not During the past six (6) years, there have been served with any no document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives in connection with or related to any Government Contract or Government Bid. (iii) The Neither the Company has not received notice that itnor any officer or director of the Company, nor any or Seller, nor, to the Company’s Knowledge, any other employee, Affiliate, agent or representative of its predecessors, officers, directors, employees, Affiliates, agents or representativesthe Company, has been under administrative, civil or criminal investigation, indictment or criminal information, or audit by a Governmental Entity Authority (other than routine audits by the Government Audit Agency DCAA in the Ordinary Course of Business) with respect to any Government Contract, Government Bid or applicable Applicable Law, including without limitation any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor nor, to Company’s Knowledge, any Company Principal (as defined in FAR 2.101) other Person, has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Applicable Law. (v) The Company has not made, and is not and has never been required to make, any disclosure to a Governmental Entity Authority under FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, any predecessor of the The Company has not made a voluntary disclosure to any Governmental Entity Authority with respect to any alleged suspected, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (vii) The During the past 6 years, the practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Government Contract or Government Bid are, have been in compliance in all material respects, in compliance respects with applicable Applicable Laws, including without limitation FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable applicable, and no audit by a Governmental Entity Authority (including the Government Audit Agencywithout limitation DCAA) in the past six (6) years has questioned such costs or identified any other failure to comply, in all material respects, comply with contractual requirements or applicable Applicable Law. (viii) Schedule 4.25c)viii2.30(c)(viii) lists each draft or final written audit report received by the Company and during the past three (3) years issued by any Governmental Entity Authority (including the Government Audit Agencywithout limitation DCAA) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereofCompany. The Company has delivered or otherwise made available provided to the Surviving Entity Buyer correct and complete copies of each such report.

Investigations, Audits and Internal Controls. Except as otherwise set forth on the Schedule 4.25c3.28(h), at all times over during the past six years that Company has been in existence (6in the case of Government Contracts or Government Bids) years, and with respect to any Government Contract or Government Bid: (i) There is no pending claim, or, to the Company’s Knowledge, any claim or reasonable basis to give rise to any claim against the Company for fraud or violation of under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, or other Law applicable to any Government ContractLaw. (ii) The Company has not There have been served with any no document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives in connection with or related to any Government Contract or Government Bid. (iii) The Neither the Company has not received notice that it, or nor any of its predecessors, officers, directors, employees, Affiliates, agents or representatives, representatives of the Company has been under administrative, civil or criminal investigation, indictment or criminal information, or audit by a Governmental Entity Government Body (other than routine audits by the Government Defense Contract Audit Agency (“DCAA”) in the Ordinary Course ordinary course of Businessbusiness) with respect to any Government Contract, Government Bid or applicable Law, including but not limited to any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor any Company Principal (as defined in FAR 2.101) other Person, has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Law. (v) The Company has not made, and is not and has never been required to make, any disclosure to a Governmental Entity Government Body under FAR 9.406-2(b)(1)(6), 9.407-2(a)(8), FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, nor any predecessor of the Company has made a voluntary disclosure to any Governmental Entity Government Body with respect to any alleged suspected, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (vii) The practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Government Contract or Government Bid are, in all material respects, are in compliance with applicable Laws, including but not limited to FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable applicable, and no audit by a Governmental Entity Government Body (including the Government Audit Agencybut not limited to DCAA) in the past six (6) years has questioned such costs or identified any other failure to comply, in all material respects, comply with contractual requirements or applicable Law. (viii) Schedule 4.25c)viii3.28(h)(viii) lists each draft or final written audit report received by the Company and during the past three (3) years issued by any Governmental Entity Government Body (including the Government Audit Agencybut not limited to DCAA) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereofCompany. The Company has delivered or otherwise made available to the Surviving Entity Buyer correct and complete copies of each such report.

Investigations, Audits and Internal Controls. Except as set forth on the Schedule 4.25c4.25(c), at all times over the past six (6) years, with respect to any Government Contract or Government Bid: (i) There is no The Company has not received any written notice or, to the Company’s Knowledge oral notice,, of any pending claim, claim or, to the Company’s Knowledge, any reasonable basis to give rise to any claim against the Company for fraud or violation of under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, or other Law applicable to any Government ContractLaw. (ii) The Company has not been served with any document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives in connection with or related to any Government Contract or Government Bid. (iii) The Company has not received any notice that it, or any of its predecessors, officers, directors, employees, Affiliates, agents or representatives, has been under administrative, civil or criminal investigation, indictment or criminal information, or audit by a Governmental Entity (other than routine audits by the Government Audit Agency in the Ordinary Course of Business) with respect to any Government Contract, Government Bid or applicable Law, including any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor nor, to the Company’s Knowledge, any Company Principal (as defined in FAR 2.101) other Person, has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Law. (v) The Company has not made, and and, to the Company’s Knowledge, is not and has never been required to make, any disclosure to a Governmental Entity under FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, any predecessor of the Company has made a voluntary disclosure to any Governmental Entity with respect to any alleged suspected, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (vii) The practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Government Contract or Government Bid are, in all material respects, in compliance with applicable Laws, including FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable and no audit by a Governmental Entity (including the Government Audit Agency) in the past six (6) years has questioned such costs or identified any other failure to comply, in all material respects, with contractual requirements or applicable Law. (viii) Schedule 4.25c)viii4.25(c)(viii) lists each draft or final written audit report received by the Company and issued by any Governmental Entity (including the Government Audit Agency) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereofCompany. The Company has delivered or otherwise made available to the Surviving Entity correct and complete copies of each such report.

Investigations, Audits and Internal Controls. Except as set forth on in Section 3.27(c) of the Schedule 4.25c)Disclosure Schedules, at all times over since inception of the past six (6) years, Company with respect to any Government Contract or Government Bid: (i) There is no pending claim, or, to the Company’s Knowledge, any Claim or reasonable basis to give rise to any claim Claim against the Company for fraud or violation of under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, Act or other Law applicable to any Government ContractLaw. (ii) The Company has not There have been served with any no document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives Company in connection with or related to any Government Contract or Government Bid. (iii) The Neither the Company has not received notice that it, or nor any of its predecessors, officers, directors, employees, Affiliates, agents managers or representatives, directors of the Company has been under administrative, civil or criminal investigation, indictment or criminal informationinvestigation, or audit by a Governmental Entity Authority (other than routine audits by the Government Audit Agency in the Ordinary Course ordinary course of Businessbusiness) with respect to any Government Contract, Government Bid or applicable Law, including any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor any Company Principal (as defined in FAR 2.101) has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Law. (v) The Company has not made, and is not and has never made or been required to make, make any voluntary or mandatory disclosure to a Governmental Entity under FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, any predecessor of the Company has made a voluntary disclosure to any Governmental Entity Authority with respect to any alleged suspectedfalse statements, false claims, failure to comply with applicable Law, or similar misconduct under or relating to any Government Contract or with respect to any act, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (v) The Company has never conducted or hired a third-party to conduct an internal investigation with respect to any false statements, false claims, failure to comply with applicable Law, or similar misconduct under or relating to any Government Contract. (vi) The Company has not made, and is not and has not been required to make, any disclosure to a Governmental Authority under FAR Subpart 3.1003 or FAR clause 52.203-13 including with respect to credible evidence of a violation of federal criminal Law involving 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 the Company is unaware of any credible evidence that would require mandatory disclosure under the FAR. (vii) The practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Current Government Contract or Government Bid are, in all material respects, are in compliance with the requirements of all applicable Laws, including FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable and ; no audit by a Governmental Entity Authority (including the Government Defense Contract Audit Agency) in the past six (6) years has questioned such costs or identified any other failure to comply, in all comply with material respects, with contractual requirements or applicable Law; and there is no request by a Governmental Authority for a Contract price reduction based on a claimed disallowance by the Defense Contract Audit Agency (or other applicable Governmental Authority). (viii) Schedule 4.25c)viii) lists each draft or final There have been no written audit report reports received by the Company and during the past six (6) years issued by any Governmental Entity Authority (including the Government Defense Contract Audit Agency) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereof. Company. (ix) The Company has delivered not undergone, and is not currently undergoing, any government or otherwise made available third party audit, or any investigation, in each case relating to the Surviving Entity correct and complete copies of each such reportGovernment Contracts.

Investigations, Audits and Internal Controls. Except as set forth on in Section 3.27(c) of the Schedule 4.25c)Disclosure Schedules, at all times over since inception of the past six (6) years, Company with respect to any Government Contract or Government Bid: (i) There is no pending claim, or, to the Company’s Knowledge, any Claim or reasonable basis to give rise to any claim Claim against the Company for fraud or violation of under the United States civil or criminal False Claims Acts, the United States Procurement Integrity Act, Act or other Law applicable to any Government ContractLaw. (ii) The Company has not There have been served with any no document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving the Company, or any of its officers, employees, Affiliates, agents or representatives Company in connection with or related to any Government Contract or Government Bid. (iii) The Neither the Company has not received notice that it, or nor any of its predecessors, officers, directors, employees, Affiliates, agents managers or representatives, directors of the Company has been under administrative, civil or criminal investigation, indictment or criminal informationinvestigation, or audit by a Governmental Entity Authority (other than routine audits by the Government Audit Agency in the Ordinary Course ordinary course of Businessbusiness) with respect to any Government Contract, Government Bid or applicable Law, including any audit relating to a suspected, alleged or possible violation of United States civil or criminal False Claims Acts or the United States Procurement Integrity Act, provision of defective or non-compliant products or services, mischarging of prices or costs, misstatements of fact, or other acts, omissions or irregularities relating to any Government Contract or Government Bid. (iv) Neither the Company nor any Company Principal (as defined in FAR 2.101) has conducted any internal audit, review or inquiry (whether or not any outside legal counsel, auditor, accountant or investigator was engaged) with respect to any suspected, alleged or possible violation of any Government Contract, Government Bid or applicable Law. (v) The Company has not made, and is not and has never made or been required to make, make any voluntary or mandatory disclosure to a Governmental Entity under FAR Subpart 3.1003 or FAR clause 52.203-13. (vi) Neither the Company nor, to the Company’s Knowledge, any predecessor of the Company has made a voluntary disclosure to any Governmental Entity Authority with respect to any alleged suspectedfalse statements, false claims, failure to comply with applicable Law, or similar misconduct under or relating to any Government Contract or with respect to any act, alleged or possible breach, violation, irregularity, mischarging, misstatement or other improper act or omission arising under or relating to any Government Contract or Government Bid. (v) The Company has never conducted or hired a third-party to conduct an internal investigation with respect to any false statements, false claims, failure to comply with applicable Law, or similar misconduct under or relating to any Government Contract. (vi) The Company has not made, and is not and has not been required to make, any disclosure to a Governmental Authority under FAR Subpart 3.1003 or FAR clause 52.203-13 including with respect to credible evidence of a violation of federal criminal Law involving 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 the Company is unaware of any credible evidence that would require mandatory disclosure under the FAR. (vii) The practices and procedures used by the Company in estimating costs and pricing proposals and accumulating, recording, segregating, reporting and invoicing costs in connection with a Current Government Contract or Government Bid are, in all material respects, are in compliance with the requirements of all applicable Laws, including FAR Part 31 and all applicable Cost Accounting Standards and related regulations, to the extent such requirements are applicable and ; no audit by a Governmental Entity Authority (including the Government Defense Contract Audit Agency) in the past six (6) years has questioned such costs or identified any other failure to comply, in all comply with material respects, with contractual requirements or applicable Law; and there is no request by a Governmental Authority for a Contract price reduction based on a claimed disallowance by the Defense Contract Audit Agency (or other applicable Governmental Authority). (viii) Schedule 4.25c)viiiSection 3.27(c)(viii) of the Disclosure Schedules lists each draft or final written audit report received by the Company and during the past six (6) years issued by any Governmental Entity Authority (including the Government Defense Contract Audit Agency) with respect to any Government Contract, Government Bid or any direct or indirect cost or other accounting practice of the Company as of the date hereofCompany. The Company has delivered or otherwise made available to the Surviving Entity Buyer correct and complete copies of each such report. (ix) Except for routine contract administration activities, and as set forth in Section 3.27(c)(ix) of the Disclosure Schedules, the Company has not undergone, and is not currently undergoing, any audit, other than in the ordinary course of business, or any investigation, in each case relating to the Government Contracts.