Material Contracts; Government Contracts. (a) Except for the contracts, agreements, licenses and other Contractual Obligations set forth on Schedule 6.24(a) as of the Closing Date, none of the Note Parties and their Subsidiaries is party to, or any of its property is bound by, (x) any contract, agreement, license or other Contractual Obligation that is anticipated to contribute more than $1,000,000 of revenue on an annual basis or require payment of more than $1,000,000 in any year or (y) any contract, agreement, license or other Contractual Obligation to which any Note Party or any Subsidiary is a party, or any of its property is bound by, and the breach, nonperformance or cancellation of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 6.24(b), none of the Note Parties or their Subsidiaries is party to, or any of its property bound by, any contract, agreement, license or other Contractual Obligation (1) providing for the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limits any Note Party or any Subsidiary’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (2) containing limitations on any Note Party’s or any Subsidiary’s ability to compete in any business or activity or with any Person or in any geographic area or during any period of time, or that limits the ability of any Note Party or any Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any asset, (3) containing a “most favored nation” or “most favored customer” clause or (4) containing any sole source or exclusive supplier obligations for goods or services supplied to any Note Party or any Subsidiary. The consummation of the transactions contemplated by the Note Documents will not give rise to a right of termination in favor of any party to any Material Contract. Each Material Contract (a) is in full force and effect and is binding upon and enforceable against the Note Parties and their Subsidiaries party thereto and, to the knowledge of any Note Party, all other parties thereto in accordance with its terms, and (b) is not currently subject to any material breach or default by any Note Party or any Subsidiary or, to the knowledge of any Note Party, any other party thereto. No Note Party nor any of their Subsidiaries has taken or failed to take any action that would permit any other Person party to any Materia...
Material Contracts; Government Contracts. (a) As of the date hereof, neither of the Company nor any of its Subsidiaries is a party to or bound by any: (i) contract (other than this Agreement) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC; (ii) except for this Agreement, contract or other commitment containing covenants of or binding upon the Company or any of its Subsidiaries (or which, following the consummation of the Merger, could bind Parent or any of its Affiliates) not to compete in or otherwise engage in any line of business or industry or in any geographical area or otherwise; (iii) contract which creates a partnership, joint venture, strategic alliance, or similar arrangement that is material to the Company and its Subsidiaries, taken as a whole or which creates any teaming arrangements with respect to the U.S. Air Force’s Flexible Acquisition and Sustainment Tool Follow On Program (F2AST), (iv) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $1,000,000; (v) contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of products in the ordinary course of business); (vi) collective bargaining agreement; (vii) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) settlement agreement or similar agreement with a Governmental Entity or Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company or any of its Subsidiaries; (ix) contract constituting a fixed price deliverable contract that, together with related task orders, has a contract value of at least $5,000,000; (x) contract or any related task orders that subject to all reasonable assumptions (as of the date of this Agreement) upon which they are based and accounting for all anticipated related indirect cost (including selling general and administrative costs) could not reasonably be expected to be capable of performance in accordance with their terms without a material financial loss over the life of such contract or related task orders; (xi) any contract granting to the Company or any of its Subsidiaries or the other parties thereto any license or other ...
Material Contracts; Government Contracts. 20 SECTION 3.17. Opinion of Financial Advisor..............................................23 SECTION 3.18.
Material Contracts; Government Contracts. (a) Subsections (i) through (viii) of Schedule 3.16-1 of the Company Disclosure Schedule set forth a true and complete list of all of the following contracts and agreements (including, without limitation, oral and informal arrangements) to which the Company or any Subsidiary is a party (each of such contracts and agreements, and each other contract or agreement of the Company or any Subsidiary that would have been required to be set forth on Schedule 3.16-1 of the Company Disclosure Schedule, had such contract or agreement been entered into prior to the date of this Agreement, collectively, the "Material Contracts"):
(i) each contract and agreement (other than any routine purchase orders or pricing quotes made in the ordinary course of business involving less than $100,000 individually) for the purchase of inventory, spare parts, other materials or personal property with any supplier or for the furnishing of services to the Company or any Subsidiary under the terms of which the Company or any Subsidiary: (A) paid or otherwise gave consideration of more than $100,000 in the aggregate during the calendar year ended December 31, 2002; (B) is likely to pay or otherwise give consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 2003; (C) is likely to pay or otherwise give consideration of more than $100,000 in the aggregate over the remaining term of the contract or agreement; or (D) cannot be canceled by the Company or such Subsidiary on thirty (30) or fewer days' notice without penalty or payment of less than $25,000;
(ii) each customer contract and agreement (other than any routine purchase orders, pricing quotes with open acceptance or tender bids made in the ordinary course of business involving less than $100,000 individually) to which the Company or any Subsidiary is a party which: (A) involved consideration of more than $250,000 in the aggregate during the calendar year ended December 31, 2002; (B) is likely to involve consideration of more than $250,000 in the aggregate during the calendar year ending December 31, 2003; (C) is likely to involve consideration of more than $250,000 in the aggregate over the remaining term of the contract or agreement; or (D) cannot be canceled by the Company or such Subsidiary on thirty (30) or fewer days' notice without penalty or payment of less than $50,000;
(iii) all management contracts and contracts (or similar arrangements) with independent contractors or consultants to ...
Material Contracts; Government Contracts. (a) The contracts and agreements listed in Section 3.05 of the Disclosure Schedule and all other contracts, agreements and arrangements that are material to the Company and the Subsidiaries or, although not so material, are of unique value to the Company and the Subsidairies are referred to herein collectively as the "Material Contracts".
(b) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, each Company License and each Material Contract is a legal, valid and binding agreement, neither the Company nor any of the Subsidiaries (or to the Knowledge of the Company, any other party thereto) is in default under any of the Company Licenses or Material Contracts, and none of the Company Licenses or Material Contracts has been cancelled by the other party thereto; each Material Contract and Company License is in full force and effect and no event has occurred which, with the passage of time or the giving of notice or both, would constitute a default, event of default or other breach by the Company or applicable Subsidiary party thereto which would entitle the other party to such Material Contract or Company License to terminate the same or declare a default or event of default thereunder; the Company and the Subsidiaries are not in receipt of any claim of default under any such agreement; the Company or the applicable Subsidiary party to such Material Contract or Company License maintains good business relationships with the other party to such agreement. The Company has made available to Parent true and complete copies of all Company Licenses and all Material Contracts. The Company is not a party to any contracts or agreements that limit the ability of the Company or any Subsidiary or, after the Effective Time, Parent or any of its affiliates, to compete in any line of business or with any person or in any geographic area or during any period of time, or to solicit any customer or client.
(c) Section 3.16(c) of the Company Disclosure Schedule contains a complete list of all material bids, quotations and proposals made by, all contracts and agreements between, and all commitments or sale or purchase orders by, the Company or any of the Subsidiaries ("Government Contracts") with or to the United States government, a foreign government or a department or agency of the United States government or a foreign government, including, without limitation, all contracts to supply goods and services, and all subcontracts awarded to...
Material Contracts; Government Contracts. (a) Except as set forth in the Commission Documents, the descriptions in the Commission Documents of the material Contracts therein described present fairly in all material respects the information required to be shown, and there are no material Contracts of a character required to be described in the Commission Documents or to be filed as exhibits thereto which are not described or filed as required; all material Contracts between the Company or any of its Subsidiaries and third parties expressly referenced in the Commission Documents are legal, valid and binding obligations of the Company or one or more of its Subsidiaries, and, to the Knowledge of the Company, each other contracting party thereto, enforceable in accordance with their respective terms, except to the extent enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles, and except where the failure of any such Contract to be enforceable in accordance with its terms would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in the Commission Documents, with respect to each Government Contract (i) the Company and its Subsidiaries have complied in all material respects with all contract terms and conditions, (ii) the Company and its Subsidiaries have complied in all material respects with all applicable Laws pertaining to each Government Contract, including, but not limited to, the following Laws to the extent applicable: the False Claims Act, the Contract Disputes Act, the Procurement Integrity Act, the Truthful Cost or Pricing Data Act, the Service Contract Act, the Office of Federal Procurement Policy Act, the Federal Property and Administrative Services Act, the Federal Acquisition Regulation, the Cost Accounting Standards, or any other applicable Law; (iii) all proposal representations and certifications were complete and correct in all material respects as of their effective date, (iv) to the Knowledge of the Company, the Company and its Subsidiaries have not submitted any inaccurate information or document to any Person, (v) the Company and its Subsidiaries have not received written notice that any option will not be exercised or that any Government Contract will be terminated or that the scope of any Government Contract is likely to be reduced, (vi) all amounts previously charged to or presently carried as c...
Material Contracts; Government Contracts. 24 SECTION 3.17. Suppliers................................................ 26 SECTION 3.18. Tax Treatment............................................ 26 SECTION 3.19. Insurance................................................ 26 SECTION 3.20. Approval of Company Board and Independent Directors....
Material Contracts; Government Contracts. (a) As of the date of this Agreement, Section 4.17(a) of the Company Disclosure Schedule sets forth all of the following Contracts which, except as set forth in clauses (ix), (x), (xi) and (xii) of this Section 4.17(a) and 4.17(c), constitute Excluded Assets to which the Company or any of the Company Subsidiaries is a party or by which any of their respective assets which constitute Excluded Assets are bound, in each case as amended through the date hereof (each Contract required to be set forth on such Schedule, a “Material Contract”):
(i) Contracts that are not in the ordinary course of business and are material to the U.S. Government Business, taken as a whole;
(ii) Contracts providing for the borrowing of money, whether as borrower or guarantor, or other Indebtedness;
(iii) joint venture, alliance, limited liability company or partnership Contracts or other similar agreements (other than contractor teaming arrangements (as defined in FAR 9.601(2)) entered into in the ordinary course of business consistent with past practice);
(iv) Contracts for the acquisition or sale, directly or indirectly (by merger or otherwise), of (x) material assets (whether tangible or intangible), pursuant to which a material “earn out” or similar obligation (whether absolute or contingent) is continuing or for which there is any continuing material indemnification or similar obligation or (y) Company Securities, U.S. Government Subsidiaries Securities or the equity securities of another Person;
(v) Contracts that grant the right to use Company Intellectual Property that is material to the U.S. Government Business (other than shrink-wrap, click-wrap and off-the-shelf software licenses, and other licenses for software that is commercially available on reasonable terms to the public generally and provide for aggregate payments over the remaining term of such license of less than $5,000,000);
(vi) any agreement or series of related agreements for the purchase by the U.S. Government Business of materials, supplies, goods, services, equipment or other assets providing for aggregate payments by the U.S. Government Business over the remaining term of such agreement or related agreements of $5,000,000 or more per annum or under which payments by the U.S. Government Business of $5,000,000 or more were made during the twelve (12)-month period ending on November 30, 2007, December 31, 2007 or March 31, 2008 (in each case applying the date set forth for the applicable agreement in Section...
Material Contracts; Government Contracts. (a) Except for the contracts, agreements, licenses and other Contractual Obligations set forth on Schedule 6.24(a) as of the Closing Date, none of the Note Parties and their Subsidiaries is party to, or any of its property is bound by,(x) any contract, agreement, license or other Contractual Obligation that is anticipated to contribute more than $1,000,000 of revenue on an annual basis or require payment of more than $1,000,000 in any year or (y) any contract, agreement, license or other Contractual 62 US-DOCS\127429400.24
(b) No Note Party or Subsidiary is currently in, and the execution and delivery of the Note Documents and the consummation of the transactions contemplated thereby will not result in, any material violation, breach or default of any term or provision of any Government Contract or Government Subcontract. All representations and certifications with respect to any Government Contract or Government Subcontract made by any Note Party or Subsidiary were current, accurate and complete in all material respects when made, and each Note Party and Subsidiary has complied in all material respects with all such representations and certifications.
(c) Each Note Party and Subsidiary has complied in all material respects with all requirements of the Government Contracts or Government Subcontracts and any law relating to the safeguarding of, and access to, classified information and sensitive but unclassified information. No Note Party nor Subsidiary has been suspended or debarred from bidding on contracts or subcontracts with any governmental entity in connection with the conduct of its business; no such suspension or debarment has been initiated or, to the knowledge of such Note Party or Subsidiary, threatened.
(d) To the knowledge of the Note Parties and their Subsidiaries, there is no ongoing proceeding by any governmental entity relating to any Government Contract or Government Subcontract or the violation of any law relating to any Government Contract or Government Subcontract. There are no outstanding written claims between any Note Party or Subsidiary and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Subcontract.
(e) Each of the Note Parties and their Subsidiaries has complied with proprietary marking requirements of governmental entities for proposal submissions in response to solicitations and deliverable submissions under Government Contracts and Government S...
Material Contracts; Government Contracts
