Novation of Government Contracts. (a) As soon as practicable following the Closing, the applicable Seller shall prepare (with the Buyer’s assistance, which will include preparation of all Information and documents required of the transferee for such requests), in accordance with Federal Acquisition Regulations, 48 CFR §42.1204, and any applicable agency regulations or policies, a written request meeting the requirements of such regulations or policies, as reasonably interpreted by the Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42), which shall be submitted by such Seller to each Responsible Contracting Officer, for the applicable U.S. Governmental Entity (i) to recognize the Buyer as such Seller’s successor-in-interest to each Government Contract and (ii) to enter into a Novation Agreement, in form and substance reasonably satisfactory to the Buyer and such Seller, pursuant to which, subject to the requirements of the Federal Acquisition Regulations Part 42, all of such Seller’s right, title and interest in and to, and all of such Seller’s obligations and liabilities under, such Government Contract shall be validly conveyed, transferred and assigned and novated to the Buyer by all parties thereto. The Sellers and the Buyer shall each use all commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to any such Government Contracts, including responding to any reasonable requests for Information by a U.S. Governmental Entity with regard to such Novation Agreements. Nothing in this Agreement shall require any Seller or the Buyer to pay any consideration for any such assignment or novation; provided, that each of the Buyer and the Parent shall bear 50% of any out-of-pocket costs associated with performing the obligations under this Section 10.4. Notwithstanding the foregoing, the Buyer acknowledges, on behalf of itself and each other Buyer Party, that no Seller makes any representation or warranty that any such novation of any of the Government Contracts will in fact be obtained.
(b) The Parties acknowledge that the transfer or assignment of a Government Contract is subject to the contracting agency’s approval of a Novation Agreement recognizing the Buyer as the successor-in-interest to the applicable Seller. Unless and until the contracting agency recognizes the Buyer as the successor-in-interest to the applicable S...
Novation of Government Contracts. As soon as reasonably practicable following the Closing, AlliedSignal shall, in accordance with Federal Acquisition Regulations Part 42, Section 42.12, submit in writing to each responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.102(a)), a request for the U.S. Government to (i) recognize Purchaser in accordance with this Agreement and (ii) enter into a novation agreement (the "Novation Agreement") substantially in the form contemplated by such regulations. AlliedSignal shall thereby reasonably assist Purchaser in obtaining all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreement with regard to any of the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreement.
Novation of Government Contracts. (a) The parties agree that novation agreements should not be necessary, but recognize that, in accordance with FAR 42.1200 et seq., novation of the Government Contracts may be requested by a contracting officer and that application for novation cannot be made until after the execution of this Agreement and may take a substantial amount of processing time.
(b) Unless required by the terms of any Government Contract, this Section 6.02 does not require any notices to be given under any Government Contract prior to the Closing. Promptly following the execution of this Agreement, if any contracting officer requests novation of a Government Contract, the parties shall cooperate in an attempt to persuade the contracting officer that a novation is not necessary in light of the nature of this transaction. If unsuccessful in persuading the contracting officer, however, each party shall complete its respective portion of the documentation required for novation of each Government Contract by FAR 42.1204(c) and the Company shall deliver its portion to Parent. On behalf of the Company and Parent, Parent shall promptly submit the required documentation to the appropriate contracting officer and provide a copy thereof to the Company. Each party will thereafter, promptly and in coordination with the other party, respond appropriately to any requests from the contracting officer for additional information or documentation relating to such novation. Each party shall keep the other fully informed, on a current and timely basis, as to the progress of the novation process and provide copies of all letters, correspondence, and other material documents to or from the Governmental Authority with respect thereto.
(c) Notwithstanding any provisions or language contained herein, the Company shall not compromise, settle, or release any existing requests for equitable relief or claims pertaining to the Government Contracts, whether asserted or unasserted, prior to the Closing, the Government's positive acknowledgement of the change in ownership and control, or the Government's approval of the novation, as applicable, whichever is later, without the express written consent of Parent, which shall not be unreasonably withheld.
Novation of Government Contracts. As soon as is reasonably practicable following the Closing, Lockheed Xxxxxx shall, in accordance with Federal Acquisition Regulations Part 42, Section 42.12, submit in writing to each Responsible Contracting Officer (as such term is defined in Federal Acquisition Regulations Part 42, Section 42.102(a)), a request for the U.S. Government to (i) recognize Newco as the successor in interest to all of the Government Contracts being sold, assigned, transferred and conveyed to Newco in accordance with this Agreement and (ii) enter into a novation agreement (the "Novation Agreement") substantially in the form contemplated by such regulations. Lockheed Xxxxxx shall use commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreement with regard to any of the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreement.
Novation of Government Contracts. (a) Promptly following the Distribution Effective Time, Spinco (or another Spinco Company designated by Spinco) shall, in accordance with, and to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, submit in writing to its Defense Contract Executive and each responsible contracting officer a request that the U.S. Government recognize Spinco (or the applicable Spinco Company) as the successor in interest to all of the Government Contracts constituting Transferred Assets being assigned, transferred and conveyed to Spinco (or the applicable Spinco Company) in accordance with the Transaction Documents. Parent shall promptly provide Spinco, its Defense Contract Executive and each responsible contracting officer all information and documentation necessary to obtain, to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, the consent of the U.S. Government to recognize Spinco as the successor in interest to the Government Contracts being sold, assigned, transferred and conveyed to Spinco in accordance with the Transaction Documents. Each of Spinco and Parent shall enter into novation agreements (the “Spinco Novation Agreements”) with respect to such Government Contracts substantially in the form contemplated by such regulations. Each of Spinco and Parent shall use reasonable best efforts, and shall cooperate with the other, to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Spinco Novation Agreements with regard to such Government Contracts, including responding promptly to any requests for relevant information by the U.S. Government with regard to such Spinco Novation Agreements, provided that such information is reasonably available to Parent. On the Distribution Date, Spinco (or applicable Spinco Companies) and Parent (or applicable Parent Companies) shall enter into the Subcontract Pending Novation—Parent to Spinco, pursuant to which Spinco Companies shall assume and perform all obligations under such Government Contracts pending entry into such Spinco Novation Agreements. The Parties acknowledge and agree that, in respect of Government Contracts, the Subcontract Pending Novation—Parent to Spinco constitutes the mutually agreeable arrangement contemplated by Section 2.03(a).
(b) Promptly following the Distribution Effective Time, Parent (or another Parent Company designated by Parent) shall, in accordance with, and to the extent requi...
Novation of Government Contracts. After the Closing, the parties shall use commercially reasonable efforts to facilitate a novation of all Non-Assignable Contracts, or services related parts thereof for the FSB, with federal government entities contemporaneously with the Closing, or as soon thereafter as practicable, and shall cooperate to consummate a novation or similar agreement.
Novation of Government Contracts. Immediately following the Closing, the Company shall, in accordance with, and to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, submit in writing to its Defense Contract Executive and each responsible contracting officer a request for the U.S. Government to recognize the Company as the successor in interest to all of the Government Contracts being sold, assigned, transferred and conveyed to the Company in accordance with the Transaction Documents. Each of the Members shall (i) provide the Company, its Defense Contract Executive and each responsible contracting officer all information necessary to obtain, to the extent required by the Federal Acquisition Regulation Part 42, Subpart 42.12, the consent of the U.S. Government to recognize the Company as the successor in interest to all of its Government Contracts being sold, assigned, transferred and conveyed to the Company in accordance with this Agreement and (ii) enter into novation agreements (the “Novation Agreements”) substantially in the form contemplated by such regulations. Each of the Members and the Company shall use reasonable commercial efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing the Novation Agreements with regard to the Government Contracts, including responding to any reasonable requests for information by the U.S. Government with regard to such Novation Agreements. In the event of any delay in entering into such Novation Agreements or any inability to enter into such Novation Agreements, the Parties will treat the applicable Government Contracts in accordance with Section 3.05.
Novation of Government Contracts. (a) As soon as practicable, Sellers shall prepare (with Buyer’s assistance) and submit to the Responsible Contracting Officer, as determined and defined pursuant to FAR 42.1202, novation documents in accordance with Subpart 42.12 of the Federal Acquisition Regulation (“FAR”) and any applicable agency regulations or policies governing the novation of Government Contracts. The novation documents shall include all required and applicable documents, including those listed at FAR 42.1204(e) and (f). The novation documents shall include a request for the novation of all applicable federal Government Contracts from Section 2.12(a) of the Disclosure Schedule. The appropriate Seller(s) and Buyer shall enter into a novation agreement (which is required to be submitted as a part of the novation documents) that is of similar form and substance to the agreement template provided at FAR 42.1204(i) (each, a “Novation Agreement”). Subject to the requirements of FAR Part 42, if the applicable Governmental Entity approves the novation, all of Sellers’ rights, title and interests in and to such Government Contracts shall be validly conveyed, transferred, and assigned and novated to Buyer. Sellers and Buyer shall each use commercially reasonable efforts to obtain all consents, approvals and waivers required for the purpose of processing, entering into and completing all novation documents (including the Novation Agreement), including responding to any requests for information by a Governmental Entity. To the extent that any state or local Government Contracts and/or applicable Law require a novation process and/or agreement similar to the federal requirements set forth in FAR Part 42, Sellers shall similarly comply with and assist in the applicable state or local novation Laws and process in a manner sufficient to effect a proper assignment and novation of the state or local Government Contracts. The representations and covenants in Sections 4.6(b) and (c) below shall apply to the state or local Government Contract novation process and requirements, if any.
(b) The parties acknowledge that the novation of the Government Contracts is subject to the Responsible Contracting Officer’s approval of a novation agreement pursuant to FAR 42.1203 recognizing Buyer as the successor-in-interest to Sellers. Unless and until the Responsible Contracting Officer recognizes Buyer as the successor-in-interest to the applicable Seller under any Government Contract, then such Seller shall, throu...
Novation of Government Contracts. From the date hereof to the Closing, the parties will cooperate and use their best efforts to obtain, as and to the extent legally required, the novation of all government contracts and subcontracts included as part of Acquired Assets.
Novation of Government Contracts. The Parties agree that novation of contracts with Governmental Authorities is not required for a change of ownership that results from a stock purchase, but recognize that, in accordance with FAR 42.1204, a novation or similar agreement may be requested by a contracting officer for the full transfer and assignment of the contracts for any Governmental Authority. Promptly following the execution of this Agreement, if any contracting officer requests novation of contracts for any Governmental Authority, the Parties shall cooperate in an attempt to persuade the contracting officer that a novation is not necessary in light of the nature of this transaction. If unsuccessful in persuading the contracting officer, however, each Party shall complete its respective portion of the documentation required for novation of each contract for any Governmental Authority. Each Party will thereafter, promptly and in coordination with the other Party, respond appropriately to any requests from the contracting officer for additional information or documentation relating to such novation. If the appropriate contracting officer refuses to permit novation of a contract for any Governmental Authority, the Parties shall for a period of thirty (30) days consult in good faith on how to proceed.
