Common use of Provisions Respecting Government Contracts Clause in Contracts

Provisions Respecting Government Contracts. (a) This Section 4.11 sets forth the procedures that the parties will use with respect to the assignment or change in control of all Government Contracts and any claim, right or benefit arising thereunder or resulting therefrom. Buyer, Seller and Company acknowledge and agree that neither obtaining Government Contract Novations nor the written confirmations referred to in Section 4.11(b) from Governmental Entities that such Government Contract Novations are not required that are necessary to consummate the transactions contemplated hereby (including, but not limited to, the Contribution) will be a condition to the obligations of any of them to effect the Closing. (b) With respect to any Government Contract or any claim, right and benefit arising thereunder or resulting therefrom, Seller, Company and Buyer will use their best efforts to obtain the written consent of the other parties to such Government Contract for the assignment or novation thereof to Company and/or to the change in control of Company pursuant hereto, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer that such consent is not required. As soon as practicable following the date hereof, (i) with respect to each Prime Government Contract to which Seller is a party, Seller shall either obtain written confirmation reasonably satisfactory in form and substance to Buyer that novation of such Government Contract is not required or submit to the relevant Responsible Contracting Officer a written request that the U.S. Government enter into a Government Contract Novation with Buyer with respect to such Prime Government Contract; and (ii) with respect to each Government Contract that is not a Prime Government Contract, Seller shall submit to the parties thereto documentation reasonably satisfactory in form and substance to Buyer and Seller shall seek the written waiver or approval of the other contracting party or parties thereto to the transfer and assignment of all of Seller's claims, rights, benefits and liabilities thereunder to Company at the Closing. In this regard, Seller, Company and Buyer shall take all actions required or customary under the Federal Acquisition Regulation (as supplemented by any individual agency regulation) and Seller shall continue to participate fully in, and cooperate fully with, such efforts following the Closing Date. Except as provided in the immediately preceding sentence, in no event shall Seller, Company or Buyer be obligated to pay any money to the U.S. Government or any other Person or to offer or grant other financial or other accommodations to the U.S. Government or any other Person in connection with obtaining any Government Contract Novation or any such consent or waiver. (c) If such novation, consent, waiver or confirmation is not obtained with respect to any such Government Contract, Seller, Company and Buyer will cooperate in an arrangement reasonably satisfactory to Buyer and Seller under which Company or Buyer would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Company, or under which Seller would enforce for the benefit of Company, with Company assuming Seller's obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Company when received all monies received by Seller in connection with any such arrangement. (d) No instrument that any Governmental Entity requires Seller, Company or Buyer to execute in connection with any novation or assignment contemplated by this Section 4.11 (including, without limitation, a novation agreement as contemplated by Federal Acquisition Regulation 42.1204) shall alter the provisions of this Agreement concerning the allocation of assets and liabilities between Buyer, Company and Seller. As to any liability allocated by the provisions of this Agreement to Seller, Seller shall indemnify Company and Buyer against, and hold Company and Buyer harmless from any claims by any Governmental Entity against Company or Buyer for satisfaction of such liabilities pursuant to any such novation instrument. As to any liability allocated by the provisions of this Agreement to Company or Buyer, Company and Buyer shall indemnify Seller against, and hold Seller harmless from, any claims by any Governmental Entity against Seller for satisfaction of such liabilities pursuant to such novation instrument.

Provisions Respecting Government Contracts. (a) 6.16.1 This Section 4.11 6.16 sets forth the procedures that the parties will use with respect to the assignment or change in control of all Government Contracts and any claim, right or benefit arising thereunder or resulting therefrom. Buyer, Seller and Company acknowledge and agree that neither obtaining Government Contract Novations nor the written confirmations referred to in Section 4.11(b) from Governmental Entities that such Government Contract Novations are not required that are necessary to consummate the transactions contemplated hereby (including, but not limited to, the Contribution) will be a condition to the obligations of any of them to effect the Closing. (b) With 6.16.2 Except as set forth on Schedule 8.29, with respect to any Government Contract or any claim, right and benefit arising thereunder or resulting therefrom, Seller, Company each of the Sellers and Buyer Purchaser will use their best efforts its Best Efforts to obtain the written consent of the other parties to such Government Contract for the assignment or novation thereof to Company and/or to the change in control of Company pursuant heretoPurchaser, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer Purchaser that such consent is not required. As soon as practicable following the date hereof, (i) with respect to each Prime Government Contract to which Seller is a party, Seller shall either obtain written confirmation reasonably satisfactory in form and substance to Buyer that novation of such Government Contract is not required or submit to the relevant Responsible Contracting Officer a written request that the U.S. Government enter into a Government Contract Novation with Buyer with respect to such Prime Government Contract; and (ii) with respect to each Government Contract that is not a Prime Government Contract, the Seller party thereto shall submit to the other parties thereto documentation reasonably satisfactory in form and substance to Buyer Purchaser and such Seller shall seek the written waiver or approval of the other contracting party or parties thereto to the transfer and assignment of all of such Seller's claims, rights, benefits and liabilities thereunder to Company Purchaser at the Closing. In this regard, Seller, Company each Seller and Buyer Purchaser shall take all actions required or customary under the applicable Federal Acquisition Regulation Regulations (as supplemented by any individual agency regulation) and each Seller shall continue to participate fully in, and cooperate fully with, such efforts following the Closing Date. . 6.16.3 Except as provided in the immediately preceding sentenceset forth on Schedule 8.29, in no event shall Seller, Company or Buyer be obligated to pay any money to the U.S. Government or any other Person or to offer or grant other financial or other accommodations to the U.S. Government or any other Person in connection with obtaining any Government Contract Novation or any such consent or waiver. (c) If such novation, consent, waiver or confirmation is not obtained with respect to any such Government Contract, Seller, Company each of the Sellers and Buyer Purchaser will cooperate in an arrangement reasonably satisfactory to Buyer Purchaser and each Seller under which Company or Buyer Purchaser would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to CompanyPurchaser, or under which Seller the Sellers would enforce for the benefit of CompanyPurchaser, with Company Purchaser assuming Seller's such Sellers' obligations, any and all claims, rights and benefits of such Seller against a third party thereto. Each Seller will promptly pay to Company Purchaser when received all monies received by such Seller in connection with any such arrangement. (d) 6.16.4 No instrument that any Governmental Entity Authority requires Seller, Company any Seller or Buyer Purchaser to execute in connection with any novation or assignment contemplated by this Section 4.11 6.16 (including, without limitation, a novation agreement as contemplated by Federal Acquisition Regulation 42.1204) shall alter the provisions of this Agreement concerning the allocation of assets and liabilities between Buyer, Company Purchaser and Sellerthe Sellers. As to any liability allocated by the provisions of this Agreement to a Seller, Seller shall the Sellers shall, jointly and severally, indemnify Company and Buyer Purchaser against, and hold Company and Buyer Purchaser harmless from any claims by any Governmental Entity Authority against Company or Buyer Purchaser for satisfaction of such liabilities pursuant to any such novation instrument. As to any liability allocated by the provisions of this Agreement to Company or BuyerPurchaser, Company and Buyer Purchaser shall indemnify each Seller against, and hold each Seller harmless from, any claims by any Governmental Entity Authority against such Seller for satisfaction of such liabilities pursuant to such novation instrument.

Provisions Respecting Government Contracts. (a) 5.12.1 This Section 4.11 5.12 sets forth the procedures that the parties will use with respect to the assignment or change in control of all Government Contracts and any claim, right or benefit arising thereunder or resulting therefrom. Buyer, Seller and Company acknowledge and agree that neither obtaining Government Contract Novations nor the written confirmations referred to in Section 4.11(b) from Governmental Entities that such Government Contract Novations are not required that are necessary to consummate the transactions contemplated hereby (including, but not limited to, the Contribution) will be a condition to the obligations of any of them to effect the Closing. (b) 5.12.2 With respect to any Government Contract or any claim, right and benefit arising thereunder or resulting therefrom, Seller, Company each of the Sellers and Buyer Purchaser will use their best efforts its Best Efforts to obtain the written consent of the other parties to such Government Contract for the assignment or novation thereof to Company and/or to the change in control of Company pursuant heretoPurchaser, or written confirmation from such parties reasonably satisfactory in form and substance to Buyer Purchaser that such consent is not required. As soon as practicable following the date hereof, (i) with respect to each Prime Government Contract to which Seller is a party, Seller shall either obtain written confirmation reasonably satisfactory in form and substance to Buyer that novation of such Government Contract is not required or submit to the relevant Responsible Contracting Officer a written request that the U.S. Government enter into a Government Contract Novation with Buyer with respect to such Prime Government Contract; and (ii) with respect to each Government Contract that is not a Prime Government Contract, the Seller party thereto shall submit to the other parties thereto documentation reasonably satisfactory in form and substance to Buyer Purchaser and such Seller shall seek the written waiver or approval of the other contracting party or parties thereto to the transfer and assignment of all of such Seller's claims, rights, benefits and liabilities thereunder to Company Purchaser at the Closing. In this regard, Seller, Company each Seller and Buyer Purchaser shall take all actions required or customary under the applicable Federal Acquisition Regulation Regulations (as supplemented by any individual agency regulation) and each Seller shall continue to participate fully in, and cooperate fully with, such efforts following the Closing Date. Except as provided in the immediately preceding sentence, in no event shall Seller, Company or Buyer be obligated to pay any money to the U.S. Government or any other Person or to offer or grant other financial or other accommodations to the U.S. Government or any other Person in connection with obtaining any Government Contract Novation or any such consent or waiver. (c) 5.12.3 If such novation, consent, waiver or confirmation is not obtained with respect to any such Government Contract, Seller, Company each of the Sellers and Buyer Purchaser will cooperate in an arrangement reasonably satisfactory to Buyer Purchaser and Seller the Sellers under which Company or Buyer Purchaser would obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing sublicensing or sub-leasing subleasing to CompanyPurchaser, or under which Seller the Sellers would enforce for the benefit of CompanyPurchaser, with Company Purchaser assuming Seller's and indemnifying Sellers with respect to the Sellers' obligations, any and all claims, rights and benefits of Seller the Sellers against a third party thereto. Each Seller will promptly pay to Company Purchaser when received all monies received by such Seller in connection with any such arrangement. (d) 5.12.4 No instrument that any Governmental Entity Authority requires Seller, Company any Seller or Buyer Purchaser to execute in connection with any novation or assignment contemplated by this Section 4.11 5.12 (including, without limitation, a novation agreement as contemplated by Federal Acquisition Regulation 48 C.F.R. Section 42.1204) shall alter the provisions of this Agreement concerning the allocation of assets and liabilities between Buyer, Company Purchaser and Sellerthe Sellers. As to any liability allocated by the provisions of this Agreement to any Seller, Seller shall the Sellers shall, jointly and severally, indemnify Company and Buyer Purchaser against, and hold Company and Buyer Purchaser harmless from from, any claims by any Governmental Entity Authority against Company or Buyer Purchaser for satisfaction of such liabilities pursuant to any such novation instrument. As to any liability allocated by the provisions of this Agreement to Company or BuyerPurchaser, Company and Buyer Purchaser shall indemnify each Seller against, and hold each Seller harmless from, any claims by any Governmental Entity Authority against such Seller for satisfaction of such liabilities pursuant to such novation instrument.