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in any material respect of any statutory, regulatory or contractual requirement has been made to the Company and not withdrawn.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 hereof. (vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract. (vii) Neither the Company nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body. (viii) The Company have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information. (ix) The Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened. (x) There are no outstanding written claims between any of the Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract. (xi) Neither the Company nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company. (xii) The Company have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts. (xiii) The Company have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts. (xiv) No current operations of the Company are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5. (b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company and their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M. (c) The Company have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs. (d) To the Knowledge of the Company, all former U.S. government personnel that have been employed or retained by the Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Sources: Unit Purchase Agreement (GTY Technology Holdings Inc.)
Government Contracts and Bids. (a) Except as set forth on Section 2.13(a) of the Company’s Disclosure Schedule, with With respect to each Contract between any of the CompanyCompany Parties, 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 CompanyCompany Parties, 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 To the Knowledge of the Company, 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 Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have not received a cure notice, a show cause notice or a stop work notice, nor, to the Knowledge of the Company’s Knowledge, have any of the Companies Company 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 hereof.
(vi) There is no Proceeding pending or, to the Knowledge of the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a2▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b)▇▇▇▇) or any state and local equivalent, or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Knowledge of the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Knowledge of the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company and their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(dc) To the Knowledge of the CompanyCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Government Contracts and Bids. (a) Except as set forth on Section 2.13(a) of the Company’s Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, in existence between any of the Alta Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, in existence between any of the Alta 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 Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by the such Alta Company in the last five (5) years that if accepted or awarded could lead to a Contract between the such Alta Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”):
(i) Each each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded;
(ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by the applicable Alta Company were current, accurate and complete in all material respects when made, and the such Alta Company has complied in all material respects with all such representations and certifications.;
(iii) The Company the Alta Companies 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 Order or regulation, agency supplements or any similar state or federal Governmental Rule Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that the any Alta Company are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to the such Alta Company and not withdrawn.;
(iv) During during the last five (5) yearsyears prior to the date hereof, the no Alta Company has not received a cure notice, a show cause notice or a stop work notice, nor, to the Company’s Knowledge, have any Knowledge of the Companies Parties Company, has any Alta Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.;
(v) No no request for equitable adjustment by any Governmental Body Entity or by any of the Alta Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.;
(vi) There there is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the any Alta Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a2▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b), ▇▇▇▇) or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.;
(vii) Neither the neither an Alta Company nor, to the Knowledge of the Company’s Knowledge, any director, officer, employee, consultant or agent of its directors, officers, employees, consultants, or agentsan Alta Company, nor any cost incurred by the an Alta Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity;
(viii) The Company all Alta Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.;
(ix) The no Alta Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing;
(x) There there are no outstanding written claims between any of the Alta Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.;
(xi) Neither the neither any Alta Company nor, to the Knowledge of the Company, any of its directors, officers or employees of an Alta Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the such Alta Company.;
(xii) The each Alta Company have has properly included their proprietary appropriate markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.Subcontracts required for the protection of proprietary information;
(xiii) The each Alta Company have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and
(xiv) No no current operations of the Company Alta Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Alta Companies and their officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their business respective businesses as presently conducted. Section 2.13(bSchedule 3.19(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Alta Company and or any their respective directors, officers, employees, consultants, consultants or agents. The No Alta Company are not is aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Alta Company or any of their its directors, officers, managers, employees, consultants or agents. The Each Alta Company and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Each Alta Company have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body Entity, and the no Alta Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, all All former U.S. government personnel that have been employed or retained by the an Alta Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Government Contracts and Bids. (aSchedule 3.22(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”):
lists all: (i) Each such Company Government Contract Contracts the period of performance of which has not yet expired or Company terminated and for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than Fifty Thousand dollars ($50,000) thereunder (the “Current Government Subcontract (other than Bids) has been legally awarded;
Contracts”); (ii) All representations quotations, bids and certifications with respect to any Company proposals for awards of new Government Contract or Company Government Subcontract Contracts made by the Company were current, accurate for which no award has been made and complete in all material respects when made, and for which the Company has complied in all material respects with all believes there is a reasonable prospect that such representations an award to the Company may yet be made (the “Government Contract Bids”); and certifications.
(iii) Government Contracts pursuant to which the Company is currently or 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 Fifty Thousand dollars ($50,000) or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.22(a) accurately lists (A) the contract number; (B) the award date and (C) the performance period, if any. Attached to Schedule 3.22(a) is the “contract data sheet” for each current Government Contract listed on such Schedule 3.22(a). With respect to each such Government Contract Bid, Schedule 3.22(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; and (D) the estimated period of performance. The Company are not, has made available to Buyer true and have not been in the last five (5) years, in any material violation, breach or default complete copies of any provision all Current Government Contracts and of any federal order, statute, rule or regulation, agency supplements or any similar state or federal Governmental Rule governing any Company all Government Contract or Company Government Subcontract. No allegation that the Company are or have been in the last five (5) yearsBids, in breach or violation in including any material respect and all amendments and other modifications thereto and has provided access to Buyer to true and correct copies of any statutory, regulatory or contractual requirement has been made all documentation related thereto requested by Buyer to the Company extent such delivery is permitted under applicable Law and not withdrawn.
(iv) During the last five (5) years, the Company has not received a cure notice, a show cause notice any applicable confidentiality or a stop work notice, nor, to security or other applicable restrictions. To the Company’s Knowledge, have any except as described in Schedule 3.22(a), all of the Companies Parties been threatened with termination for default under any Company Current Government Contract or Company Government Subcontract.
(v) No request for equitable adjustment by any Governmental Body or by any of Contracts were legally awarded, are binding on the Company’s vendorsparties thereto, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending and are in full force and effect. Except as of the date hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, set forth in connection with any Company Government Contract or Company Government Subcontract, against the Company, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733Schedule 3.22(a), the Procurement Integrity Act Current Government Contracts (41 U.S.C. § 423)or, or where applicable, the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (iiprime Government Contracts under which the Current Government Contracts were awarded) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company pertaining to a Company Government Contract or Company Government Subcontract is are not currently the subject of any audit bid or investigationaward protest proceedings, other than within the normal course of businessand, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company.
(xii) The Company have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Current Government Contracts and Company Government Subcontracts.
(xiii) The Company have complied in all material respects with all terms and conditionsor, including military specifications and other standards and requirements incorporated by referencewhere applicable, of the Company prime Government Contracts and Company under which the Current Government Subcontracts.
(xivContracts were awarded) No current operations of the Company are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company and their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise become the subject of bid or award protest proceedings and no Person has notified the Company that any Governmental Entity, prime contractor or higher-tier subcontractor under a Government Contract intends to seek the revocation of Company’s agreement to lower rates under any security clearance of the Company Government Contracts or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United StatesGovernment Contract Bids, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has but not received written notice from the sponsoring United States limited to any task order under any Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costsContract Bids.
(d) To the Knowledge of the Company, all former U.S. government personnel that have been employed or retained by the Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Government Contracts and Bids. (a) Except as set forth on Section 2.13(a3.13(a) of the Company’s Questica Holders’ Disclosure Schedule, with respect to each Contract between any of the CompanyCompany Parties, 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 CompanyCompany Parties, 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 either Company in the last five (5) years that if accepted or awarded could lead to a Contract between the a 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 Assuming that the applicable Governmental Body and its representatives awarding the applicable Company Government Contract complied with Laws applicable to such process (except to the extent such Laws related to the engagement with a Company Party), 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 a Company Party were current, accurate and complete in all material respects when made, and the Company has Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that any of the Company Parties 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 any of the Company Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have not received a written cure notice, a written show cause notice or a written stop work notice, nor, to the Company’s Companies’ or the Questica Holders’ 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 CompanyCompany Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.
(vi) There is no Proceeding pending or, to the Company’s Companies’ or the Questica Holders’ Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule or applicable Law relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Companies’ or the Questica Holders’ Knowledge, any of its their respective directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any applicable Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its businesstheir respective businesses; to the Company’s Companies’ and the Questica Holders’ Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the CompanyCompanies or the Questica Holders, any of its their respective directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its their proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government SubcontractsSubcontracts as necessary to preserve their rights in any Owned Intellectual Property included in or covered by the submissions.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Parties and their respective officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business businesses as presently conducted. Section 2.13(b3.13(b) of the Company’s Questica Holders’ Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their respective directors, officers, employees, consultants, or agents. The Company To the Knowledge of the Companies or the Questica Holders there are not aware of any no facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body as reasonably necessary to document and prove their reservation of rights in Owned Intellectual Property and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the CompanyCompanies or the Questica Holders, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental Rules rules specifically related to post-government employment.
Appears in 1 contract
Sources: Share Purchase Agreement (GTY Technology Holdings Inc.)
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 CompanyCompany Parties, 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 CompanyCompany Parties, 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 Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 provincial, state or federal Governmental Rule or applicable Law governing any Company Government Contract or Company Government Subcontract. No allegation that the Company Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have 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 CompanyCompany Party’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Parties and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all The Business does not require any security clearances and no security clearances are held by the Company and Parties or, to the Knowledge of the Company, their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M..
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the CompanyCompany Parties, all no current employee is a former U.S. government personnel that have been employed or retained by the Company comply with applicable employee of a Governmental Rules specifically related to post-government employmentBody.
Appears in 1 contract
Sources: Arrangement Agreement (GTY Technology Holdings Inc.)
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 CompanyCompany Parties, 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 CompanyCompany Parties, 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 Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have 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 hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a2▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b)▇▇▇▇) or any state or local equivalent, or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Parties and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their directors, officers, employees, consultants, or agents. The Company Parties are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the CompanyCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Government Contracts and Bids. (a) Schedule 3.16(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 (the “Current Government Contracts”); (ii) quotations, bids and proposals for awards of new Government Contracts made by the Company or any Company Entity for which award has not yet been made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company or any Company Entity is currently or is reasonably likely to experience cost, schedule, technical or quality problems that would reasonably be likely to result in claims against the Company or any Company Entity (or their respective successors in interest) by a Governmental Authority, a prime contractor or a higher-tier subcontractor. The Company and each Company Entity has delivered to the Buyer true and complete copies of all Current Government Contracts and of all Government Contract Bids, including any and all amendments and other modifications thereto, and has provided the Buyer with access to true and correct copies of all documentation related thereto.
(b) Each Current Government Contract was legally awarded, is binding on the parties thereto, and is in full force and effect. Except as set forth in Schedule 3.16(b), the Current Government Contracts are not currently the subject of bid or award protest proceedings, and, to the Knowledge of any Seller Party, no Current Government Contract is reasonably likely to become the subject of bid or award protest proceedings, and no Person has notified the Company or any Company Entity that any Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract intends to cancel or reduce the value of any Current Government Contract or to seek the Company’s or any Company Entity’s agreement to lower rates under any Government Contract or Government Contract Bid.
(c) The Company and each Company Entity has complied with all terms and conditions of each Government Contract and Government Contract Bid, and has performed all obligations thereunder. The Company and each Company Entity has complied with all statutory and regulatory requirements applicable to each Government Contract and Government Contract Bid. The representations, certifications and warranties related to each Government Contract and Government Contract Bid were accurate as of their effective date and remain accurate, and the Company and each Company Entity has complied with all such representations, certifications and warranties. Except as set forth on Schedule 3.16(c), neither the Company nor any Company Entity has received any past performance evaluation or rating with less than a “satisfactory” rating for any performance element that could reasonably be expected to adversely affect the evaluation of the Company’s or any Company Entity’s bids or proposals for future Government Contracts.
(d) With respect to the Current Government Contracts, no Governmental Authority, prime contractor, or higher-tier subcontractor under a Government Contract, nor any other Person, has notified in writing or, to the Knowledge of any Seller Party notified orally, that the Company or any Company Entity of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification.
(e) Schedule 3.16(e) sets forth a list of each Government Contract that was awarded, and each Government Contract Bid that was submitted, pursuant to a procurement or solicitation that was restricted to contractors having small business status, small disadvantaged business status, protégé status or any other preferential status. Each representation and/or certification made by the Company or any Company Entity or incorporated into any Government Contract or Government Contract Bid that pertains to any size status or other preferential status was current and accurate as of its effective date. The Company and each Company Entity has complied with all Laws that require the Company or such Company Entity to provide notice or acknowledgement of any change in size status or preferential status.
(f) The execution, delivery or performance of this Agreement will not require a termination of any Government Contract due to loss of size status or other preferential status.
(g) Neither the Company nor any Company Entity has taken any action nor is party to any litigation that could reasonably be expected to give rise to: (i) Liability under the False Claims Act, (ii) a claim for price adjustment under the Truthful Cost or Pricing Data Act or FAR Part 31 cost principles, (iii) any other request for a reduction or cost adjustment in the price of any Government Contracts. There exists no basis for a claim of any Liability of the Company or any Company Entity by any Governmental Authority due to defective cost or pricing data, or other than certified cost or pricing data. Neither the Company nor any Company Entity is aware of any allegation, act, or omission arising under, or relating to any potential Liability under (i), (ii) or (iii) above, and neither the Company nor any Company Entity has conducted or initiated any internal investigation or made a voluntary or involuntary disclosure to any Governmental Authority.
(h) Except as set forth on Section 2.13(a) in Schedule 3.16(h), neither the Company nor any Company Entity has received any written or, to the Knowledge of the Company’s Disclosure Scheduleany Seller Party oral, show cause, cure, deficiency, default, termination or similar notice relating to any Government Contract. No termination for default or convenience, cure notice or show cause notice has been issued or threatened, in writing or orally, with respect to each any Government Contract between any of the Company, on the one handor Government Contract Bid, and any Governmental Bodyno event, on the other hand (each a “Company Government Contract”), each Contract condition or omission has occurred or exists 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 would constitute grounds for such Person and any Governmental Body (each a “Company Government Subcontract”) and each outstanding bid, quotation or proposal action. No past performance evaluation received 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 Entity with respect to any Company such Government Contract has set forth a default or Company other failure to perform thereunder or termination or default thereof. There has not been any material withholding or setoff related to any Government Subcontract made by the Company Contract. All invoices and claims (including, without limitation, requests for progress payments and provisional costs payments) submitted under each Government Contract were current, accurate and complete in all material respects when maderespects.
(i) Neither the Company nor any Company Entity has received any written or, to the Knowledge of any Seller Party oral, notice of any outstanding claims or contract disputes relating to any Government Contract or Government Contract Bid. To the Knowledge of any Seller Party, no facts or circumstances exist that would reasonably be expected to result in any Governmental Authority providing any such notice in the future.
(j) None of the Company, the Company Entities, the Company’s other Affiliates, the Members, their respective Principals (as defined at FAR 2.101), or to the Knowledge of any Seller Party, or any managers, employees, or agents have been debarred, suspended or proposed for suspension or debarment, declared nonresponsible or ineligible or otherwise excluded from participation in the award of any Government Contract. No written or oral, notice that debarment, suspension or exclusion proceeding has been initiated against the Company, any Affiliate of the Company, any Company Entity, any Member, their respective Principals, or to the Knowledge of any Seller Party, any managers, employees, or agents in connection with the performance of their duties for or on behalf of the Company, any Affiliate of the Company or any Company Entity. No circumstances exist that would warrant or give rise to the institution of suspension or debarment proceedings against the Company, any Affiliate of the Company, any Company Entity, any Member or, to the Knowledge of any Seller Party, any of their respective Principals or, to the Knowledge of any Seller Party, any manager, employee, or agent.
(k) No negative determination of responsibility has been made or issued against the Company or any Company Entity with respect to any Government Contract or Government Bid.
(l) Except for any audit, inspection, investigation or examination in the Ordinary Course of Business and not with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Contract Bid: (i) neither the Company nor any Company Entity has undergone or is currently undergoing any audit, review, inspection, investigation, survey or examination of records relating to any Government Contracts; (ii) neither the Company nor any Company Entity has conducted any internal investigation or audit in connection with which the Company or any Company Entity has used any legal counsel, auditor, accountant or investigator; (iii) neither the Company nor any Company Entity has received written notice of, and neither the Company nor any Company Entity has undergone, any investigation or review relating to any Government Contract; (iv) no such audit, review, inspection, investigation, survey or examination of records is threatened or pending; (v) neither the Company nor any Company Entity has received any official notice that it is or was being specifically audited or investigated by any Governmental Authority; and (vi) neither the Company nor any Company Entity has received any written notice or otherwise become aware that any audit, review, inspection, investigation, survey or examination of records has revealed any fact, occurrence or practice that could reasonably be expected to adversely affect the Company or any Company Entity.
(m) Except as set forth on Schedule 3.16(m), neither the Company nor any Company Entity performs activities under Current Government Contracts, and neither the Company nor any Company Entity has other relationships with any other Person, that, under the terms of the Company’s Current Government Contracts, could result in an “organizational conflict of interest” for the Company or any Company Entity as defined in Subpart 9.5 of the Federal Acquisition Regulation and agency supplements thereto.
(n) Neither the Company, nor any Company Entity, nor any other Company Affiliates, nor any of their Principals or agents, has been subject to, been charged with, or received notice of any criminal indictment, lawsuit, subpoena, civil investigative demand, discovery request, administrative proceeding, voluntary disclosure, claim, dispute, mediation or arbitration concerning any material violation of any requirement or Law pertaining to a Government Contract or Government Contract Bid.
(o) Except as set forth in Schedule 3.16(o), no Government Contract has incurred or currently projects losses or cost overruns, nor will any Government Contract Bid or other bid, offer or proposal, if accepted or entered into, obligate the Company or any Company Entity to process, manufacture or deliver products or perform services that could reasonably be expected to incur, or currently project, losses. No payment has been made by the Company or any Company Entity or by a Person acting on the Company’s or any Company Entity’s behalf to any Person (other than to any bona fide employee or agent of the Company or such Company Entity, as defined in subpart 3.4 of the Federal Acquisition Regulation), which is or was contingent upon the award of any Government Contract or which would otherwise be in violation of any Law. Neither the Company nor any Company Entity is subject to any “forward pricing” regulations.
(p) Neither the Company nor any Company Entity has assigned, conveyed or transferred, or agreed to assign, convey or transfer, any Current Government Contract or any associated receivable or revenue under any Current Government Contract, or Government Contract Bid (if awarded).
(q) Except as set forth on Schedule 3.16(q), no personal property, equipment or fixtures are loaned, bailed or otherwise furnished to the Company or any Company Entity by or on behalf of any Governmental Authority.
(r) Neither the Company, nor any Company Entity, nor any employee, officer or agent of the Company or any Company Entity has violated any legal, administrative or contractual restriction concerning the employment of (or discussions concerning possible employment with) current or former government officials or employees.
(s) The Company, each Company Entity and each of their respective employees, officers and agents, has complied in all material respects with all timekeeping/time recordation requirements applicable to each Government Contract, and, to the Knowledge of any Seller Party, no facts or circumstances exist that would reasonably be expected to result in an investigation by any Governmental Authority based upon the Company’s or such representations and certificationsCompany Entity’s failure to comply with such applicable timekeeping/time recordation requirements.
(iiit) The Company are notExcept as set forth on Schedule 3.16(t), 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 withdrawneach Company Entity is in compliance with the FAR Ethics Rules. to the Knowledge of any Seller Party, there are no facts or circumstances that, with the passage of time or the giving of notice or both, would constitute a violation of the FAR Ethics Rules.
(ivu) During All personnel who performed or are currently performing under any Government Contract met or meet all express qualification requirements for the last five (5) yearslabor categories under which they have been charged, or are being charged. All personnel listed in any Government Contract Bid or other bid, offer, or proposal meet all applicable requirements set forth in the applicable solicitation. Neither 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 nor any Company Entity has replaced any personnel performing a Government Contract or without obtaining all required approvals from the applicable Governmental Authority and any other party whose consent is required for replacement of personnel. The Company Government Subcontractand each Company Entity has complied with all requirements of FAR 52.222-41 and FAR 52.222-43.
(v) No request The Company and each Company Entity has all required data security, cybersecurity and physical security systems and procedures in place to meet (and the Company and each Company Entity complies with) all requirements contained in the applicable Government Contracts and by Law, including, but not limited to, VHA Handbook 1605.05, Business Associate Agreements, July 22,2014 (as the same may have been updated). Except as set forth on Schedule 3.16(v), neither the Company nor any Company Entity has experienced any breach of data security or cybersecurity, whether physical or electronic. Any data security, cybersecurity or physical security breaches related to any Government Contract has been reported to any applicable Governmental Authority or higher tier contractor as required.
(w) The Company and each Company Entity is in compliance with the requirements of section 889(a)(1)(B) of the ▇▇▇▇ ▇. ▇▇▇▇▇▇ National Defense Authorization Act (NDAA) for equitable adjustment Fiscal Year (FY) 2019, and any representations or certifications made or submitted by or on behalf of the Company or any Governmental Body or by any of Company Entity in connection with the Company’s vendorsor such Company Entity’s compliance with FAR 52.204-24, suppliers Representation Regarding Certain Telecommunications and Video Surveillance Services or subcontractors against it relating to any Company Government Contract Equipment and FAR 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Company Government Subcontract is pending as Equipment, were true and accurate at the time of the date hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither submission and the Company nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the and each Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company have Entity has complied in all material respects aspects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatenedcertifications.
(x) There are no outstanding written claims between any of the The Company and any prime contractoreach Company Entity has all necessary data security, subcontractor, vendor or other third party arising under or relating cybersecurity and physical security systems and procedures in place to any Company Government Contract or Company Government Subcontract.
(xi) Neither meet the Company nor, to requirements contained in the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company.
(xii) The Company have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company applicable Government Contracts and Company Government Subcontracts.
(xiii) The Company have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company are restricted by the Organizational Conflicts of Interest restrictions Law. Except as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company and their officerson Schedule 3.16(x), directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by neither the Company and their directorsnor any Company Entity has experienced any breach of data security or cybersecurity, officerswhether physical or electronic. Any data security, employees, consultants, cybersecurity or agents. The Company are not aware of physical security breaches related to any facts that are reasonably likely Government Contract has been reported to give rise to the revocation of any security clearance of the Company applicable Governmental Authority or any of their directors, officers, managers, employees, consultants or agentshigher tier contractor as required. The Company and their directors, officers, managers, employees, consultants or agents are each Company Entity is in compliance in all material respects with applicable facilities and personnel security clearance the requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) all FAR and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company have complied in all material respects with all applicable cost accounting standards FAR Supplement requirements regarding cybersecurity and cost principles of a Governmental Body and the Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, all former U.S. government personnel that have been employed or retained by the Company comply with applicable Governmental Rules specifically related to post-government employment.safeguarding in
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Booz Allen Hamilton Holding Corp)
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 CompanyCompany Parties, 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 CompanyCompany Parties, 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 Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have 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 hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company and their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(dc) To the Knowledge of the CompanyCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Government Contracts and Bids. (a) Except as set forth on Section 2.13(a) of the Company’s Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, in existence between any of the Eos Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, in existence between any of the Eos 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 Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by the such Eos Company in the last five (5) years that if accepted or awarded could lead to a Contract between the such Eos Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”):
(i) Each each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded;
(ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by the applicable Eos Company were current, accurate and complete in all material respects when made, and the such Eos Company has complied in all material respects with all such representations and certifications.;
(iii) The Company the Eos Companies 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 Order or regulation, agency supplements or any similar state or federal Governmental Rule Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that the any Eos Company are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to the such Eos Company and not withdrawn.;
(iv) During during the last five (5) yearsyears prior to the date hereof, the no Eos Company has not received a cure notice, a show cause notice or a stop work notice, nor, to the Company’s Knowledge, have any Knowledge of the Companies Parties Company, has any Eos Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.;
(v) No no request for equitable adjustment by any Governmental Body Entity or by any of the Eos Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.;
(vi) There there is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the any Eos Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a▇▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b), ▇▇▇▇) or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.;
(vii) Neither the neither an Eos Company nor, to the Knowledge of the Company’s Knowledge, any director, officer, employee, consultant or agent of its directors, officers, employees, consultants, or agentsan Eos Company, nor any cost incurred by the an Eos Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity;
(viii) The Company all Eos Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.;
(ix) The no Eos Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing;
(x) There there are no outstanding written claims between any of the Eos Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.;
(xi) Neither the neither any Eos Company nor, to the Knowledge of the Company, any of its directors, officers or employees of an Eos Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the such Eos Company.;
(xii) The each Eos Company have has properly included their proprietary appropriate markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.Subcontracts required for the protection of proprietary information;
(xiii) The each Eos Company have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and
(xiv) No no current operations of the Company Eos Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Eos Companies and their officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their business respective businesses as presently conducted. Section 2.13(bSchedule 3.19(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Eos Company and or any their respective directors, officers, employees, consultants, consultants or agents. The No Eos Company are not is aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Eos Company or any of their its directors, officers, managers, employees, consultants or agents. The Each Eos Company and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Each Eos Company have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body Entity, and the no Eos Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, all All former U.S. government personnel that have been employed or retained by the an Eos Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Sources: Agreement and Plan of Merger (B. Riley Principal Merger Corp. II)
Government Contracts and Bids. (a) Except as set forth on Section 2.13(ahas not had and is not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2015:
(i) of the Company’s Disclosure Schedule, with respect to each Government 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 “Government 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 hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the Company, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigationsA) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the Company.
(xii) The Company have properly included their proprietary markings on its proposal submissions in response to solicitations all representations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held certifications executed by the Company and its Subsidiaries pertaining to a Government Contract or Government Bid have been current, accurate and complete as of their directorseffective date, officers(B) there has been no suspension, employeesstop work order, consultantscure notice, or agents. The Company are not aware of show cause notice in effect, nor has any facts that are reasonably likely Governmental Entity or Person threatened to give rise issue one to the revocation Company or any of its Subsidiaries, (C) there has not been any, termination for default or termination for cause issued, nor threatened to be issued by any security clearance Governmental Entity or other Person to the Company or any of its Subsidiaries and (D) there have not been any audits or investigations completed or underway by any Governmental Entity that would be reasonably expected to result in a finding or recommendation that the Company or any of its Subsidiaries make any payments to a Governmental Entity;
(ii) to the Knowledge of the Company, none of the Company or any of their directorsits Subsidiaries has made or been required to make any disclosures to any Governmental Entity with respect to any alleged irregularity, officers, managers, employees, consultants misstatement or agents. The Company and their directors, officers, managers, employees, consultants omission arising under or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements relating to any Government Contract or Government Bid;
(iii) none of the United StatesCompany, including those specified any of its Subsidiaries nor any “Principal” (as defined in the Industrial Security Federal Acquisition Regulation (DOD 5220.22“FAR”) 2.101) of the Company or any of its Subsidiaries, has made or been required to make the type of disclosure referenced in FAR 3.1003(a)(2), FAR 9.406-R) and the National Industrial Security Program Operating Manual2(b)(1)(vi), DOD 5220.22FAR 9.407-M.2(a)(8), or FAR 52.203-13(b)(3); and
(civ) The Company have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, since January 1, 2015, all former U.S. government personnel that have been employed or retained ratings in all written past performance evaluations received by the Company comply and its Subsidiaries in relation to any Government Contract have been satisfactory or better.
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Government Contract, including a task or delivery order, has, or currently projects, fully burdened costs incurred in excess of the Contract price, or in the case of flexibly priced or cost reimbursement contracts, fully burdened costs incurred in excess of the ceiling price or funded amount of the Government Contract.
(c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the business systems used by the Company and its Subsidiaries during performance of any Government Contract are in compliance with applicable requirements of each Government Contract or Government Bid, and (ii) since January 1, 2015 through the date of this Agreement no Governmental Rules specifically related Entity has notified the Company or any of its Subsidiaries of a significant weakness or deficiency with any such business system. Section 3.24(c) of the Company Disclosure Letter lists each audit report received by the Company or any of its Subsidiaries since January 1, 2015 through the date of this Agreement with respect to post-government employmentany Government Contract or Government Bid, (including with respect to any cost or cost accounting practice or business system in connection with such Government Contract or Government Bid), for which liability remains unsatisfied or for which an audit finding or recommendation remains unresolved, except for such audit reports as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
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 CompanyCompany Parties, 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 CompanyCompany Parties, 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 Parties have complied in all material respects with all such representations and certifications.
(iii) The Company Parties 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 Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have 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 hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging TABLE OF CONTENTS fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a▇▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b)▇▇▇▇) or any state or local equivalent, or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Parties and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company Parties and their directors, officers, employees, consultants, or agents. The Company Parties are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company Parties or any of their directors, officers, managers, employees, consultants or agents. The Company Parties and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
. TABLE OF CONTENTS (d) To the Knowledge of the CompanyCompany Parties, all former U.S. government personnel that have been employed or retained by the Company Parties comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Sources: Agreement and Plan of Merger (GTY Technology Holdings Inc.)
Government Contracts and Bids. (a) Except as set forth on Section 2.13(a) of the Company’s Disclosure ScheduleSchedule 3.19(a), with respect to each Contract that is or has been over the five (5) years prior to the date hereof, between any of the Atlas Company, on the one hand, and any Governmental BodyEntity, on the other hand (each a “Company Government Contract”), ; each Contract that is or has been over the last five (5) years prior to the date hereof, between any of the Atlas 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 Entity (each a “Company Government Subcontract”) ); and each outstanding bid, quotation or proposal by the such Atlas Company in the last five (5) years that if accepted or awarded could lead to a Contract between the such Atlas Company, on the one hand, and either any Governmental Body Entity or prime contractor or upper-tier subcontractor, on the other hand, relating to a Contract between such Person and any Governmental Body Entity (each such outstanding bid, quotation or proposal, a “Bid”):
(i) Each each such Company Government Contract or Company Government Subcontract (other than Bids) has been legally awarded;
(ii) All all representations and certifications with respect to any such Company Government Contract or Company Government Subcontract made by the applicable Atlas Company were current, accurate and complete in all material respects when made, and the such Atlas Company has complied in all material respects with all such representations and certifications.;
(iii) The Company the Atlas Companies are not, and have not been in the last five (5) yearsyears prior to the date hereof, in any material violation, breach or default of any provision of any federal order, statute, rule Order or regulation, agency supplements or any similar state or federal Governmental Rule Law governing any Company Government Contract or Company Government Subcontract. No , and no allegation that the any Atlas Company are is or have has been in the last five (5) yearsyears prior to the date hereof, in breach or violation in any material respect of any statutory, regulatory or contractual requirement has been made to the such Atlas Company and not withdrawn.;
(iv) During during the last five (5) yearsyears prior to the date hereof, the no Atlas Company has not received a cure notice, a show cause notice or a stop work notice, nor, to the Company’s Knowledge, have any Knowledge of the Companies Parties Company, has any Atlas Company been threatened with termination for default under any Company Government Contract or Company Government Subcontract.;
(v) No no request for equitable adjustment by any Governmental Body Entity or by any of the Atlas Company’s vendors, suppliers or subcontractors against it relating to any Company Government Contract or Company Government Subcontract is pending as of the date hereof.;
(vi) There there is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the any Atlas Company, or any of their respective directors or officers, including (i) alleging alleged fraud or under the False Claims Act (31 U.S.C. § 3729-3733), violations of the Procurement Integrity Act (41 U.S.C. § 423), ) or violations of the Truth in Negotiations Act (10 U.S.C. § 2306a▇▇▇▇▇, 41 U.S.C. ▇▇ ▇.▇.▇. § 254b), ▇▇▇▇) or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.;
(vii) Neither the neither an Atlas Company nor, to the Knowledge of the Company’s Knowledge, any director, officer, employee, consultant or agent of its directors, officers, employees, consultants, or agents, nor any cost incurred by the an Atlas Company pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.Entity;
(viii) The Company all Atlas Companies have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.;
(ix) The no Atlas Company have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body Entity in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.threatened in writing;
(x) There there are no outstanding written claims in excess of one hundred thousand dollars ($100,000) between any of the Atlas Company and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.;
(xi) Neither the neither any Atlas Company nor, to the Knowledge of the Company, any of its directors, officers or employees of an Atlas Company is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body Entity with respect to any operations of the such Atlas Company.;
(xii) The each Atlas Company have has properly included their proprietary appropriate markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.Subcontracts required for the protection of proprietary information;
(xiii) The each Atlas Company have has complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.; and
(xiv) No no current operations of the Company Atlas Companies are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
(b) The Company Atlas Companies and their officers, directors, managers, employees, consultants, consultants and agents collectively hold all security clearances necessary for the operation of their business respective businesses as presently conducted. Section 2.13(bSchedule 3.19(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the any Atlas Company and or any their respective directors, officers, employees, consultants, consultants or agents. The No Atlas Company are not is aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the such Atlas Company or any of their its directors, officers, managers, employees, consultants or agents. The Each Atlas Company and their each of its directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Each Atlas Company have has complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body Entity, and the no Atlas Company has not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body Entity of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, all All former U.S. government personnel that have been employed or retained by the an Atlas Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
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 CompanyCompany Parties, 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 CompanyCompany Parties, 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 Parties have complied in all material respects with all such representations and certifications.. TABLE OF CONTENTS
(iii) The Company Parties 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 Parties 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 Parties and not withdrawn.
(iv) During the last five (5) years, the Company has Parties have 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 hereof.
(vi) There is no Proceeding pending or, to the Company’s Knowledge, threatened, in connection with any Company Government Contract or Company Government Subcontract, against the CompanyCompany Parties, or any of their respective directors or officers, including (i) alleging fraud or under the False Claims Act (31 U.S.C. § 3729-3733), the Procurement Integrity Act (41 U.S.C. § 423), or the Truth in Negotiations Act (10 U.S.C. § 2306a, 41 U.S.C. § 254b), or (ii) the violation of any Governmental Rule relating to any Company Government Contract or Company Government Subcontract.
(vii) Neither the Company Parties nor, to the Company’s Knowledge, any of its directors, officers, employees, consultants, or agents, nor any cost incurred by the Company Parties pertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation, other than within the normal course of business, and no incurred costs have been disallowed, or recommended for disallowance, by any Governmental Body.
(viii) The Company Parties have complied in all material respects with all requirements of the Company Government Contracts or Company Government Subcontracts and any Governmental Rule referenced therein, including Governmental Rules relating to the safeguarding of, and access to, classified information.
(ix) The Company Parties have not been suspended or debarred from bidding on contracts or subcontracts with any Governmental Body in connection with the conduct of its business; to the Company’s Knowledge, no such suspension or debarment has been initiated or threatened.
(x) There are no outstanding written claims between any of the Company Parties and any prime contractor, subcontractor, vendor or other third party arising under or relating to any Company Government Contract or Company Government Subcontract.
(xi) Neither the Company Parties nor, to the Knowledge of the Company, any of its directors, officers or employees is or has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any operations of the CompanyCompany Parties.
(xii) The Company Parties have properly included their proprietary markings on its proposal submissions in response to solicitations and deliverable submissions under Company Government Contracts and Company Government Subcontracts.
(xiii) The Company Parties have complied in all material respects with all terms and conditions, including military specifications and other standards and requirements incorporated by reference, of the Company Government Contracts and Company Government Subcontracts.
(xiv) No current operations of the Company Parties are restricted by the Organizational Conflicts of Interest restrictions as set forth in Federal Acquisition Regulation Subpart 9.5.
. TABLE OF CONTENTS (b) The Company and their officers, directors, managers, employees, consultants, and agents collectively hold all security clearances necessary for the operation of their business as presently conducted. Section 2.13(b) of the Company’s Disclosure Schedule sets forth a correct and complete list of all security clearances held by the Company and their directors, officers, employees, consultants, or agents. The Company are not aware of any facts that are reasonably likely to give rise to the revocation of any security clearance of the Company or any of their directors, officers, managers, employees, consultants or agents. The Company and their directors, officers, managers, employees, consultants or agents are in compliance in all material respects with applicable facilities and personnel security clearance requirements of the United States, including those specified in the Industrial Security Regulation (DOD 5220.22-R) and the National Industrial Security Program Operating Manual, DOD 5220.22-M.
(c) The Company Parties have complied in all material respects with all applicable cost accounting standards and cost principles of a Governmental Body and the Company has Parties have not received written notice from the sponsoring United States Government Agency Administrative Contracting Officer or any other Governmental Body of any intent to suspend, disapprove or disallow any material costs.
(d) To the Knowledge of the Company, all former U.S. government personnel that have been employed or retained by the Company comply with applicable Governmental Rules specifically related to post-government employment.
Appears in 1 contract
Sources: Agreement and Plan of Merger (GTY Technology Holdings Inc.)