Government Contracts and Bids Clause Samples

Government Contracts and Bids. (a) Except as set forth on Section 2.13(a) of the Company’s Disclosure Schedule, with respect to each Contract between any of the Company, on the one hand, and any Governmental Body, on the other hand (each a “Company Government Contract”), each Contract that is or has been over the last five (5) years between any of the Company, 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 Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal by the Company in the last five (5) years that if accepted or awarded could lead to a Contract between the Company, on the one hand, and either any Governmental Body or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body (each such outstanding bid, quotation or proposal, a “Bid”): (i) Each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded; (ii) All representations and certifications with respect to any Company Government Contract or Company Government Subcontract made by the Company were current, accurate and complete in all material respects when made, and the Company has complied in all material respects with all such representations and certifications. (iii) The Company are not, and have not been in the last five (5) years, in any material violation, breach or default of any provision of any federal order, statute, rule or regulation, agency supplements or any similar state or federal Governmental Rule governing any Company Government Contract or Company Government Subcontract. No allegation that the Company are or have been in the last five (5) years, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to the Company and not withdrawn. (iv) During the last five (5) years, the Company has not received a cure notice, a show cause notice or a stop work notice, nor, to the Company’s Knowledge, have any of the Companies Parties been threatened with termination for default under any Company Government Contract or Company Government Subcontract. (v) No request for equitable adjustment by any Governmental Body or by any of the Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date h...

Government Contracts and Bids. (a) Section 3.22(a) of the Seller Disclosure Schedule sets forth a current list of Government Contracts Related to the Business pursuant to which Seller is a Party that (i) are currently active in performance (or have been active in performance in the past but have not been closed after receiving final payment, or have been active in performance for the three years prior to the Closing Date) and (ii) are for production units or spare parts and (iii) pursuant to which Seller has had or expects more than $300,000 in annual revenue during the 2012 calendar year or pursuant to which Seller has open orders with more than $400,000 in expected revenue. Section 3.22(a) of the Seller Disclosure Schedule accurately reports for each such Government Contract the contractor, the customer, and the contract number. Seller has made available to the Buyer copies of all Government Contracts listed on Section 3.22(a) of the Seller Disclosure Schedule, including the related contract files. No Government Contract listed on Section 3.22(a) of the Seller Disclosure Schedule was awarded on the basis of any qualification as a “small business concern,” “small disadvantaged business,” protégé status or other preferential status (including disadvantaged-business, minority-owned business, women-owned business or other business status based on ownership or control, or participation in or qualification under other preferential status programs, such as the Historically Underutilized Business Zone program or participation under Section 8(a) of the Small Business Act or similar preferences). Section 3.22(a) of the Seller Disclosure Schedule also sets forth a current, accurate and complete list of each of the unexpired Government Bids involving payments in excess of $400,000 that Seller has submitted to a Governmental Body. (b) With respect to any and all Government Contracts and Government Bids to which Seller is or has been a party and at all times since January 1, 2009: (i) Seller is, and has been, in compliance in all material respects with all terms and conditions of each Government Contract and Government Bid (including all provisions and requirements incorporated expressly, by reference or by operation of Laws) and has performed all obligations required to be performed by it thereunder in all material respects; (ii) Seller is, and has been, in compliance in all material respects with all requirements of Law pertaining to each Government Contract and Government Bid and all requirement...

Government Contracts and Bids. (a) Schedule 3.23(a) lists all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or for which final payment, acceptance, and closeout has not yet been received (the “Current Government Contracts”); (ii) all Government Bids submitted by a Purchased Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and for which no award has yet been made; and (iii) all Teaming Agreements that are currently in force. With respect to each Current Government Contract, Schedule 3.23(a) lists (A) the contract number, (B) the award date and (C) the contract end date. To the Knowledge of the Seller, all of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may not be provided consistent with applicable Law (including, without limitation U.S. Laws governing the National Industrial Security Program), The Purchased Companies have made available to Buyer correct and complete copies of all Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto and, to the Knowledge of the Seller, the other parties thereto, and was entered into in the Ordinary Course of Business. In the three (3) years preceding the date of this Agreement, all representations and certifications executed, acknowledged or set forth in Government Bids listed in Schedule 3.23(a) were current, accurate, and complete, in each case in all material respects, as of the date such representations and certifications were made.

Government Contracts and Bids. Set forth in Section 4.8(a) of the Company Disclosure Schedule is a listing of all Government Contracts involving performance of services or delivery of goods or materials by any Person of an amount or value in excess of $250,000 (i) to which Contract the Company or any of its Subsidiaries is currently a party or to which the Company or any of its Subsidiaries is currently bound, or (ii) under which Contract the last payment was made within the two years prior to the date of this Agreement. The Company, its Subsidiaries and Affiliates have complied with all material terms and conditions of each Government Contract and Bid to which it is a party or subject. Further, all representations and certifications made by the Company or any of its Subsidiaries or Affiliates with respect to any Government Contract or Bid were complete and accurate as of their effective date and the Company and its Subsidiaries and Affiliates have complied in all material respects with all such representations and certifications.

Government Contracts and Bids. Schedule 3.14(a) lists all: (i) Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $500,000 thereunder (the “Current Government Contracts”); (ii) quotations, bids and proposals for awards of new Government Contracts in excess of $500,000 made by the Company for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet be made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company is currently or, to the Company’s Knowledge, is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) in the amount of $500,000 or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.14(a) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. With respect to each such Government Contract Bid, Schedule 3.14(a) accurately lists: (A) the request for proposal (RFP) number or, if such Government Contract Bid is for a task order under a prime contract, the applicable prime contract number; (B) the date of proposal submission; (C) the expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. The Company has made available to the Buyer true and complete copies of all Current Government Contracts and Government Contract Bids in the amount of $500,000 or more, including any and all amendments and other modifications thereto requested by Buyer, except in those cases where the Company is obligated by agreement with third parties and/or by law to withhold information which the third party has identified as proprietary and confidential, in which cases the Company has provided (i) express written notice to the Buyer that it is withholding information pursuant to such obligation, and (ii) the Buyer with such information regarding such Government Contracts and Government Contract Bids that the Company is permitted to disclose, and has provided the Buyer with access to true and correct copies of all documentation related thereto requested by the Buyer. All of the Current Government Contracts were, to the Comp...

Government Contracts and Bids. Schedule 4.22(a)(i) lists, as of the date hereof, all Government Contracts, and Schedule 4.22(a)(ii) lists all Government Bids. “Government Contract” means any contract (excluding one time purchase orders issued by a non-federal Governmental Entity) that (i) is between the Company or any of its Subsidiaries and a U.S. or other Governmental Entity or (ii) is entered into by the Company or any of its Subsidiaries as a subcontractor (at any tier) in connection with a contract between another entity and a U.S. or other Governmental Entity. “Government Bid” means any offer to sell made by the Company or any of its Subsidiaries prior to the Closing Date which, if accepted, would result in a Government Contract involving payments of more than $2,000,000 in the aggregate.

Government Contracts and Bids. (a) Schedule 4.10 sets forth a true and complete list as of the date hereof of all of the Current Government Contracts that involve aggregate payments to the Acquired Companies that are reasonably expected to be in excess of Five Hundred Thousand Dollars ($500,000) per annum (each, a “Material Government Contract”). To the knowledge of the Company, each Material Government Contract was legally awarded to the Acquired Company or Government Contract Joint Venture party thereto. Each Material Government Contract is valid, binding and in full force and effect and enforceable against the Company or, to the knowledge of the Company, any Government Contract Joint Venture, in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (ii) the availability of injunctive relief and other equitable remedies. (a) (i) No Acquired Company, or to the knowledge of the Company, no Government Contract Joint Venture, is in material breach of or default under any Current Government Contract, and, to the knowledge of the Company, no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or default by any Acquired Company or any Government Contract Joint Venture; (ii) each of the Acquired Companies, and to the knowledge of the Company, each Government Contract Joint Venture, is in compliance in all material respects with all applicable Laws, including the Federal Acquisition Regulation (“FAR”); Cost Accounting Standards; Service Contract Act of 1963, as amended (including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates); the Truth in Negotiations Act; and the Anti-Kickback Act, where and as applicable to each Current Government Contract or Government Bid; (iii) since January 1, 2015, each representation and certification made by the Acquired Companies, and to the knowledge of the Company, the Government Contract Joint Ventures, in connection with a Current Government Contract or Government Bid was current, accurate and complete in all material respects as of its effective date; (iv) there are no outstanding or pending claims, requests for equitable adjustment or contract disputes in excess of One Hundred Thousand Dollars ($100,000) arising under or relating to a Current Government Contract or Government Bid; and (v) no Cur...

Government Contracts and Bids. (i) For purposes of this Section 4(o), the following terms have the following meanings: A. The term “U.S. Government” includes any agency, department, division, subdivision or office of the U.S. Government. B. The term “Company” includes the Company, its Subsidiary, and Affiliates, directors, officers, employees and agents thereof. C. The term “Contract” includes any prime contract, subcontract, basic ordering agreement, letter contract or purchase order of any kind, including all amendments, modifications and options thereunder or relating thereto.

Government Contracts and Bids. (a) Schedule 3.11(a) sets forth a true and complete list as of the date hereof of all of the Current Government Contracts that involve future aggregate payments to the Company that are reasonably expected to be in excess of $1,000,000 per annum (each, a “Material Government Contract”). To the knowledge of Seller, each Material Government Contract was legally awarded to the Company. Each Material Government Contract is valid, binding and in full force and effect and enforceable against the Company in accordance with its terms, except as such enforceability may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and (y) the availability of injunctive relief and other equitable remedies. (b) (i) Since August 1, 2013, the Company has not been in material breach of or material default under any Government Contract, and, to the knowledge of Seller, no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or material default by the Company; (ii) the Company is in compliance in all material respects with all applicable Laws, including the Federal Acquisition Regulation (“FAR”); Cost Accounting Standards; Service Contract Act of 1963, as amended (including requirements for paying applicable Service Contract Act wage rate and fringe benefit rates); the Truth in Negotiations Act; and the Anti-Kickback Act, where and as applicable to each Open Government Contract or Government Bid and (iii) each representation and certification made by the Company in connection with an Open Government Contract or Government Bid was current, accurate and complete in all material respects as of its effective date. For purposes of this Section 3.11(b), the term “Open Government Contract” means a Government Contract that is open (i.e., for which final payment has not been received or which remains open to audit as of the date of the Closing) and would have been a Current Government Contract but for the fact that the period of performance has expired or been terminated.