Government Contracts and Bids. (a) Schedule 3.23(a) lists all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or for which final payment, acceptance, and closeout has not yet been received (the “Current Government Contracts”); (ii) all Government Bids submitted by a Purchased Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and for which no award has yet been made; and (iii) all Teaming Agreements that are currently in force. With respect to each Current Government Contract, Schedule 3.23(a) lists (A) the contract number, (B) the award date and (C) the contract end date. To the Knowledge of the Seller, all of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may not be provided consistent with applicable Law (including, without limitation U.S. Laws governing the National Industrial Security Program), The Purchased Companies have made available to Buyer correct and complete copies of all Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto and, to the Knowledge of the Seller, the other parties thereto, and was entered into in the Ordinary Course of Business. In the three (3) years preceding the date of this Agreement, all representations and certifications executed, acknowledged or set forth in Government Bids listed in Schedule 3.23(a) were current, accurate, and complete, in each case in all material respects, as of the date such representations and certifications were made.
Appears in 2 contracts
Sources: Share Purchase Agreement (Griffon Corp), Share Purchase Agreement (TTM Technologies Inc)
Government Contracts and Bids. (a) Schedule 3.23(a3.14(a)(i) lists all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or and for which final payment, acceptance, and closeout payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than Fifty Thousand Dollars ($50,000) (the “Current Government Contracts”); (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet been madebe made (the “Government Contract Bids”); and (iii) all Teaming Agreements Government Contracts pursuant to which the Company is currently experiencing or is reasonably likely to experience cost, schedule, technical or quality problems that are currently could result in forceclaims against the Company (or its successors in interest) in an amount of Fifty Thousand Dollars ($50,000) or more by a Governmental Authority, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.23(a3.14(a)(i) accurately lists (A) the contract number, (B) the award date and date, (C) the contract end date (assuming all options are exercised) and (D) the applicable NAICS Code. With respect to each such Government Contract Bid, Schedule 3.14(a)(i) accurately lists: (A) the request for proposal (RFP) number or, if such Government Contract Bid is for a task order under a prime contract, the applicable prime contract number; (B) the date of proposal submission; (C) the expected award date, if known; (D) the estimated period of performance; (E) the estimated value based on the proposal, if any; and (F) if the Seller Parties have Actual Knowledge thereof, the applicable NAICS Code. To The Company has made available to the Knowledge 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 SellerBuyer with access to true and correct copies of all documentation related thereto requested by the Buyer. Except as described in Schedule 3.14(a)(ii), all of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may not be provided consistent with applicable Law (including, without limitation U.S. Laws governing the National Industrial Security Programas set forth on Schedule 3.14(a)(iii), The Purchased Companies have made available to Buyer correct and complete copies of all the Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against Contracts were awarded) are not currently the Purchased Companies party thereto subject of bid or award protest proceedings, and, to the Knowledge of the Sellerany Seller Party, no such Current Government Contracts (or, where applicable, the other parties theretoprime Government Contracts under which the Current Government Contracts were awarded) are reasonably likely to become the subject of bid or award protest proceedings, and no Person has notified the Company in writing that any Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract intends to seek the Company’s agreement to lower rates under any of the Government Contracts or Government Contract Bids, including, without limitation, any task order under any Government Contract Bids.
(b) Except as set forth on Schedule 3.14(b), (i) the Company has fully complied with all terms and conditions of each Government Contract and Government Contract Bid to which it is a party, and has performed in all material respects all obligations required to be performed by it thereunder, (ii) the Company has complied in all material respects with all statutory and regulatory requirements, including, without limitation, the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Federal Acquisition Regulation, any applicable agency-specific acquisition regulation and related cost principles and the Cost Accounting Standards, where and as applicable to each of the Current Government Contracts and the Government Contract Bids, and (iii) the representations, certifications and warranties made by the Company with respect to the Government Contracts or Government Contract Bids were accurate as of their effective dates, and the Company has fully complied with all such certifications. Except as set forth on Schedule 3.14(b), the Company has not received a written or, the Knowledge of any Seller Party, oral substantially adverse or negative government past performance evaluation or rating that could reasonably be expected to adversely affect the evaluation by the Governmental Authority or other potential customer of the Company’s bids or proposals for future Government Contracts.
(c) Except as set forth on Schedule 3.14(c), with respect to the Current Government Contracts, no Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract or any other Person has notified the Company of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification, including, without limitation, the Procurement Integrity Act, the Service Contract Act, the Trade Agreements Act and the Buy American Act.
(d) Except as set forth on Schedule 3.14(d), none of the Current Government Contracts or Government Contract Bids is premised upon the Company’s small business status, small disadvantaged business status, protégé status, or other preferential status, nor did any Governmental Authority and, prime contractor or higher-tier subcontractor under a Government Contract rely upon the Company’s small business status, small disadvantaged business status, protégé status, or other preferential status in evaluating any of the Company’s quotations, bids or proposals, or in making award of any Government Contract to the Company. Except as set forth on Schedule 3.14(d), the Company has made no representation and/or certification that it was entered into a small business concern and/or was qualified for other preferential status in any of its Current Government Contracts and Government Contract Bids.
(e) Schedule 3.14(e) accurately lists, with respect to each active customer of the Company: (i) the customer’s name; (ii) the customer’s contract number; (iii) the Company’s internal project or purchase order charge code number; (iv) the project start date; (v) inception to September 30, 2010 funding; and (vii) the amount of funding remaining in such contract as of September 30, 2010.
(f) The Company has taken no action and is not 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 Truth in Negotiations Act or (iii) any other request for a reduction in the Ordinary Course price of Businessany Government Contracts, including, without limitation, claims based on actual or alleged defective pricing or actual or alleged violations of price reduction clauses or provisions. In There exists no basis for a claim of any Liability of the three Company by any Governmental Authority as a result of defective cost and pricing data submitted to any Governmental Authority. The Company has not received any written allegations from employees, consultants or independent contractors with respect to any alleged act or omission arising under or relating to (3i) years preceding liability under the date False Claims Act, (ii) a claim for price adjustment under the Truth in Negotiations Act, or (iii) any other request for a reduction in the price of this Agreementany Government Contracts, all representations and certifications executedincluding, acknowledged without limitation, to claims based on actual or alleged defective pricing. The Company has not conducted or initiated any internal investigation or made a voluntary or involuntary disclosure to any Governmental Authority with respect to (i) liability under the False Claims Act, (ii) a claim for price adjustment under the Truth in Negotiations Act, or (iii) except as set forth on Schedule 3.14(f), any other request for a reduction in the price of any Government Bids listed Contracts, including without limitation, to claims based on actual or alleged defective pricing.
(g) Except as described in Schedule 3.23(a3.14(g): (i) the Company has not received any written or oral show cause, cure, deficiency, default or similar (in terms of risk of loss or liability) notice relating to the Current Government Contracts; (ii) no termination for default, cure notice or show cause notice has been issued or threatened and remains unresolved with respect to any Government Contract or Government Contract Bid, and Parties no event, condition or omission has occurred or exists that would constitute grounds for such action; (iii) no past performance evaluation received by the Company with respect to any such Government Contract has set forth a default or other failure to perform thereunder or termination or default thereof; (iv) there has not been any material withholding or setoff; (v) all invoices and claims (including, without limitation, requests for progress payments and provisional costs payments) submitted under each Government Contract were current, accurate, accurate and complete, in each case complete in all material respects, respects as of their submission date; and (vi) none of the date execution, delivery or performance of this Agreement and the other documents contemplated hereby does or will conflict with or result in a breach of or default under any Government Contract or cause a termination of any Government Contract due to loss of preferential status. The Company has not received any written or oral notice terminating any of the Current Government Contracts for convenience or indicating an intent to terminate any of the Current Government Contracts for convenience.
(h) Except as set forth on Schedule 3.14(h), the Company has not received any written or oral notice of any outstanding claims or contract disputes (excluding claims for payment in the ordinary course) to which the Company is a party (i) relating to the Government Contracts or Government Contract Bids and involving a Governmental Authority or any prime contractor, higher-tier subcontractor, vendor or other third party, or (ii) relating to the Government Contracts under the Contract Disputes Act or any other federal statute.
(i) Except as set forth on Schedule 3.14(i), none of the Company, the Affiliates of the Company, the Member or their respective managers, trustees, directors, officers or employees in connection with the performance of their duties for or on behalf of the Company or an Affiliate of the Company has been debarred or suspended and none of the Company, the Affiliates of the Company, the Member or any Principal (as defined in the FAR) of any of the foregoing nor to the Knowledge of the Seller Parties any other employees of any such representations entities has been proposed for suspension or debarment from bidding on any Government Contract, declared nonresponsible or ineligible or otherwise excluded from participation in the award of any Government Contract, for any reason listed on the List of Parties Excluded from Federal Procurement and certifications were madeNon-procurement Programs. No debarment, suspension or exclusion proceeding has been initiated against the Company, any Affiliate of the Company, the Member or any of their respective managers, trustees, directors, officers or employees in connection with the performance of their duties for or on behalf of the Company or any Affiliate of the Company, nor has any such person been the recipient of a notice to show cause as to reasons not to be suspended or debarred. To the Knowledge of any Seller Party, no circumstances exist that would warrant the institution of suspension or debarment proceedings against the Company, any Affiliate of the Company, the Member or any of their respective managers, trustees, directors, officers or employees in connection with the performance of their duties for or on behalf of the Company or any Affiliate of the Company.
(j) No negative determination of responsibility has been issued against the Company since its inception with respect to any quotation, bid or proposal for a Government Contract.
(k) Except as described in Schedule 3.14(k), (i) other than routine DCAA audits, since its inception, the Company has not undergone and is not currently undergoing any audit, inspection, investigation, survey or examination of records relating to any Government Contracts, (ii) the Company has not received written notice of, and the Company has not undergone, any investigation or review (other than routine DCAA audits to the extent they are considered “reviews”) relating to any Government Contract, (iii) no such audit (including an DCAA audit), inspection, investigation, survey or examination of records is threatened or pending, (iv) the Company has not received any official notice that it is or was being specifically audited or investigated by the Government Accountability Office, the Defense Contract Audit Agency of the United States Government (the “DCAA”) (other than routine DCAA audits), the U.S. Congress, any state or federal agency Inspector General, the contracting officer with respect to any Government Contract, or the Department of Justice (including any United States Attorney), and (v) the Company has not received any written notice or otherwise become aware that any audit, review, inspection, investigation, survey or examination of records described in Schedule 3.14(k)or in connection with any DCAA audit, has revealed any fact, occurrence or practice that could reasonably be expected to adversely affect the Company.
(l) The Company has not conducted any internal investigation or audit in connection with which the Company has used any legal counsel, auditor, accountant or investigator. The Company has not made any disclosure to any Governmental Authority or other customer or any prime contractor or higher-tier subcontractor related to any suspected, alleged or possible violation of a contract requirement, any apparent or alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Contract Bid, or any violation of Law or regulation.
(m) Except as described in Schedule 3.14(m), the Company performs no activities under Current Government Contracts, and has no other relationships with any other Person, that would be reasonably likely to result in an “organizational conflict of interest” as defined in Subpart 9.5 of the Federal Acquisition Regulation and agency supplements thereto, or Section 207 of the Weapon Systems Reform Act of 2009.
(n) Except as set forth on Schedule 3.14(n), neither the Company nor any Affiliate of the Company has engaged in or been charged with, or received or been advised in writing or, to the Knowledge of the Seller Parties, orally of any charge, investigation, claim or assertion of, nor has the Company or any Affiliate of the Company, or any of their respective trustees, managers, officers or employees in their capacities as such, been subject to any criminal indictment, lawsuit, subpoena, civil investigative demand, discovery request, administrative proceeding, voluntary disclosure, claim, dispute, mediation or arbitration with regard to, any material violation of any requirement pertaining to a Current Government Contract or Government Contract Bid, including, without limitation, material violations of any statutory or regulatory requirements or violations of any Laws relating thereto.
(o) The Company is not participating in any pending claim, and to the Knowledge of any Seller Party there is no potential claim, under the Contract Disputes Act against the United States Government or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Contract Bid.
(p) All Indirect Cost rates are being billed consistent with DCAA-approved rates or provisional rate agreements, to the extent DCAA-approved rates are applicable or required.
(q) The Company is in compliance with all applicable national security obligations applicable to the Company, including, without limitation, those specified in the National Industrial Security Program Operating Manual, DOD 5220.22-M (January 1995), and any supplements, amendments or revised editions thereof.
(r) Except as set forth on Schedule 3.14(r), there are no events or omissions that would be reasonably likely to result in (i) a claim against the Company by a Governmental Authority or any prime contractor, subcontractor, vendo
Appears in 1 contract
Sources: Purchase Agreement (Global Defense Technology & Systems, Inc.)
Government Contracts and Bids. (a) Schedule 3.23(a3.22(a) lists all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or and for which final payment, acceptance, and closeout payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than Five Hundred Thousand dollars ($500,000) thereunder (the “Current Government Contracts”); (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet been madebe made (the “Current Government Contract Bids”); and (iii) all Teaming Agreements Current Government Contracts pursuant to which the Company is now experiencing or is reasonably likely to experience cost, schedule, technical or quality problems that are currently could result in forceclaims against the Company (or its successors in interest) in the amount of Five Hundred Thousand dollars ($500,000) or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.23(a3.22(a) accurately lists (A) the contract number; (B) the
(a) accurately lists: (A) the request for proposal (RFP) number, (B) the award date and of submission of the Current Government Contract Bid; (C) the contract end expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. To The Company has made available to Buyer true and complete copies of all Current Government Contracts and of all Current Government Contract Bids, including any and all amendments and other modifications thereto and has provided access to Buyer to true and correct copies of all documentation related thereto requested by Buyer, except where the Knowledge of the SellerCompany is precluded from doing so under applicable Government security restrictions, if any. Except as described in Schedule 3.22(a), all of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may not be provided consistent with applicable Law (including, without limitation U.S. Laws governing the National Industrial Security Programas set forth in Schedule 3.22(a), The Purchased Companies have made available to Buyer correct and complete copies of all the Current Government Contracts and Teaming Agreements required to be listed on Schedule 3.23(a). Each scheduled (or, where applicable, the prime Government Contracts under which the Current Government Contract and Teaming Agreement is enforceable in accordance with its terms against the Purchased Companies party thereto andContracts were awarded) are not, to the Knowledge as of the Seller, the other parties thereto, and was entered into in the Ordinary Course of Business. In the three (3) years preceding the date of this Agreement, all representations the subject of bid or award protest proceedings, and, to the Company’s Knowledge, no such Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are reasonably likely to become the subject of bid or award protest proceedings and certifications executedno Person has notified the Company in writing that any Governmental Entity, acknowledged prime contractor or set forth in higher-tier subcontractor under a Government Bids listed in Schedule 3.23(a) were current, accurate, and complete, in each case in all material respects, as Contract intends to seek the Company’s agreement to lower rates under any of the date such representations and certifications were madeGovernment Contracts.
Appears in 1 contract
Government Contracts and Bids. (a) Schedule 3.23(a3.15(a) lists lists, with respect to the Company and each of its Subsidiaries, all: (i) Government Contracts that (x) involve annual aggregate consideration paid to a Purchased Company reasonably expected to be in excess of $2,000,000 and (y) the period of performance of which has not yet expired or terminated or has not yet been closed or for which final payment, acceptance, and closeout payment has not yet been received (the “Current Government Contracts”); and (ii) all quotations, bids and proposals for awards of new Government Bids submitted Contracts made by a Purchased the Company reasonably expected to result in an award valued in excess of $2,000,000 of aggregate consideration and or its Subsidiaries for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company or any of its Subsidiaries may yet been made; and be made (iii) all Teaming Agreements that are currently in forcethe “Government Contract Bids”). With respect to each Current Government Contract, Schedule 3.23(a3.15(a) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. To With respect to each such Government Contract Bid, Schedule 3.15(a) accurately lists: (A) the Knowledge 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 Sellerexpected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. The Company has made available to the Buyer true and complete copies of all Current Government Contracts and 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 requested by the Buyer, to the extent permitted by Law. All of the Current Government Contracts were legally awarded, are binding on the parties thereto, and are in full force and effect. Except for those documents that may The Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are not currently the subject of bid or award protest Proceedings, and to the Knowledge of the Company, and no such Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are reasonably likely to become the subject of bid or award protest Proceedings.
(b) The Company and each of its Subsidiaries has complied in all material respects with all terms and conditions of each Current Government Contract and Government Contract Bid to which it is a party, and has performed all obligations required to be provided consistent performed by it thereunder. The Company and each of its Subsidiaries has complied in all material respects with applicable Law all statutory and regulatory requirements, including the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Truth in Negotiations Act, any Federal Acquisition Regulation (including, without limitation U.S. Laws governing the National Industrial Security Program“FAR”), The Purchased Companies have made available any applicable agency-specific FAR supplement or acquisition regulation and related cost principles and the Cost Accounting Standards, where and as applicable to Buyer correct and complete copies each of all the Current Government Contracts and Teaming the Government Contract Bids. The representations, certifications and warranties made by the Company and each of its Subsidiaries with respect to the Current Government Contracts or Government Contract Bids were accurate in all material respects as of their effective dates, and the Company and each of its Subsidiaries has complied in all material respects with all such certifications. Neither the Company nor any of its Subsidiaries has received a substantially adverse or negative government past performance evaluation or rating in writing that could reasonably be expected to materially adversely affect the evaluation by the Governmental Authority or other potential customer of the Company’s or any of its Subsidiaries’ bids or proposals for future Government Contracts.
(c) With respect to the Current Government Contracts, no Governmental Authority, prime contractor or higher-tier subcontractor under a Government Contract or any other Person has notified the Company or any of its Subsidiaries in writing, or, to the Knowledge of the Company or any of its Subsidiaries, orally, of any actual or alleged violation or breach of any statute, regulation, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification, including the Procurement Integrity Act, the Service Contract Act, the Trade Agreements required to be listed Act and the Buy American Act.
(d) Except as set forth on Schedule 3.23(a3.15(d). Each scheduled , none of the Current Government Contracts or Government Contract Bids is premised upon the Company’s or any of its Subsidiaries’ small business status, small disadvantaged business status, protégé status, or other preferential status, nor did any Governmental Authority, prime contractor or higher-tier subcontractor under a Current Government Contract rely upon the Company’s or any of its Subsidiaries’ small business status, small disadvantaged business status, protégé status, or other preferential status in evaluating any of the Company’s or any of its Subsidiaries’ quotations, bids or proposals, or in making award of any Current Government Contract to the Company or any of its Subsidiaries. Each representation and/or certification made by the Company or any of its Subsidiaries that it was a small business concern and/or was qualified for other preferential status in each of its Current Government Contracts and Teaming Agreement Government Contract Bids was current and accurate as of its effective date. Except as set forth on Schedule 3.15(d), neither the Company nor any of its Subsidiaries has been required to recertify its small business status, small disadvantaged business status, protégé status or other preferential status in connection with the submission of any proposal for, or award of, any Current Government Contract or task order, delivery order, purchase order or subcontract related to any small-business set-aside Contract. Schedule 3.15(d) identifies the set-aside basis and the applicable NAICS codes that apply to the work being provided.
(e) Except as set forth on Schedule 3.15(e), neither the Company nor any of its Subsidiaries has taken any action or is enforceable party to any litigation that, to the Knowledge of the Company or any of its Subsidiaries, could reasonably be expected to give rise to (i) Liability under the False Claims Act, (ii) a claim for price adjustment under the Truth in accordance Negotiations Act or (iii) any other request for a reduction in the price of any Government Contracts, including claims based on actual or alleged defective pricing or actual or alleged violations of price reduction clauses or provisions. To the Knowledge of the Company and its Subsidiaries, there exists no basis for a claim of any Liability of the Company or any of its Subsidiaries by any Governmental Authority as a result of defective cost and pricing data submitted to any Governmental Authority. Except as set forth on Schedule 3.15(e), within the five (5) years preceding the date hereof, neither the Company nor any of its Subsidiaries has received any allegations from employees, consultants or independent contractors with respect to any alleged act or omission arising under or relating to (i) Liability under the False Claims Act, (ii) a claim for price adjustment under the Truth in Negotiations Act or (iii) any other request for a reduction in the price of any Government Contracts, including claims based on actual or alleged defective pricing. Except as set forth on Schedule 3.15(e), within the five (5) years preceding the date hereof, neither the Company nor any of its terms against Subsidiaries has conducted or initiated any internal investigation or made a voluntary or involuntary disclosure to any Governmental Authority with respect to (i) Liability under the Purchased Companies party thereto False Claims Act, (ii) a claim for price adjustment under the Truth in Negotiations Act or (iii) any other request for a reduction in the price of any Government Contracts, including claims based on actual or alleged defective pricing.
(f) Except as described on Schedule 3.15(f) and within the five (5) year period preceding the date hereof: (i) neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company or any of its Subsidiaries, oral, show cause, cure, deficiency, default or similar notice relating to the Current Government Contracts; (ii) no termination for default, cure notice or show cause notice has been issued or threatened and remains unresolved with respect to any Government Contract, and, to the Knowledge of the SellerCompany and its Subsidiaries, no event, condition or omission has occurred or exists that would constitute grounds for such action; (iii) no past performance evaluation received by the Company or any of its Subsidiaries with respect to any such Government Contract has set forth a default or other failure to perform thereunder or termination or default thereof; (iv) there has not been any material withholding or setoff in connection with a Government Contract; (v) all invoices and claims (including requests for progress payments and provisional costs payments) submitted under each Government Contract were current, accurate and complete in all material respects as of their submission date; and (vi) none of the execution, delivery or performance of this Agreement and the other parties theretodocuments contemplated hereby does or will conflict with or result in a breach of or default under any Current Government Contract or cause a termination of any Current Government Contract due to loss of preferential status. Neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company or any of its Subsidiaries, oral, notice terminating any of the Current Government Contracts for convenience or indicating an intent to terminate any of the Current Government Contracts for convenience.
(g) Except as described on Schedule 3.15(g) and was entered into within the five (5) year period preceding the date hereof, neither the Company nor any of its Subsidiaries has received any written or, to the Knowledge of the Company or any of its Subsidiaries, oral, notice of any outstanding claims or Contract disputes to which the Company or any of its Subsidiaries is a party (i) relating to the Government Contracts or Government Contract Bids and involving a Governmental Authority or any prime contractor, higher-tier subcontractor, vendor or other third party or (ii) relating to the Government Contracts under the Contract Disputes Act or any other federal statute.
(h) Within the five (5) year period preceding the date hereof, none of the Company, any of its Subsidiaries, nor any of the Principals of the Company or its Subsidiaries as that term is defined in 48 C.F.R. 52.209-5(a)(2), has been debarred, suspended or proposed for suspension or debarment from bidding on any Government Contract, declared nonresponsible or ineligible or otherwise excluded from participation in the award of any Government Contract, or for any reason listed on the List of Parties Excluded from Federal Procurement Non-procurement Programs. Within the five (5) year period preceding the date hereof, no debarment, suspension or exclusion Proceeding has been initiated against the Company, any of its Subsidiaries, or any of the Principals of the Company or any of its Subsidiaries. To the Knowledge of the Company, no circumstances exist that would warrant the institution of suspension or debarment Proceedings against the Company, any of its Subsidiaries, or any of the Principals of the Company or any of its Subsidiaries.
(i) Within the five (5) year period preceding the date hereof, no negative determination of responsibility has been issued in writing against the Company or any of its Subsidiaries with respect to any quotation, bid or proposal for a Government Contract.
(j) Except for any audit, inspection, investigation, or examination of a Government Contract or Government Contract Bid in the Ordinary Course of Business. In Business and not with respect to any questioned costs or cost disallowance, irregularity, misstatement or omission arising under or relating to any Government Contract or Government Contract Bid and within the three five (35) years year period preceding the date hereof, (i) neither the Company nor any of this Agreementits Subsidiaries has undergone, all representations nor is it currently undergoing, any audit, review, inspection, investigation, survey or examination of records relating to any Government Contracts, (ii) neither the Company nor any of its Subsidiaries has received written notice of, and certifications executedneither the Company nor any of its Subsidiaries has undergone or is undergoing, acknowledged any investigation or review relating to any Government Contract, (iii) no such audit, review, inspection, investigation, survey or examination of records is threatened or pending, (iv) neither the Company nor any of its Subsidiaries has received any official notice that it is or was being specifically audited or investigated by the Government Accountability Office, the Defense Contract Audit Agency of the United States Government (the “DCAA”), the U.S. Congress, any state or federal agency Inspector General, the contracting officer with respect to any Government Contract, or the Department of Justice (including any United States Attorney) and (v) neither the Company nor any of its Subsidiaries 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 materially adversely affect the Company or any of its Subsidiaries.
(k) Except as set forth in Government Bids listed in on Schedule 3.23(a) were current, accurate3.15(k), and completewithin the five (5) year period preceding the date hereof, neither the Company nor any of its Subsidiaries has conducted any internal investigation or audit in each case connection with which the Company or any of its Subsidiaries has used any legal counsel, auditor, accountant or investigator. Except as set forth on Schedule 3.15(k), and within the five (5) year period preceding the date hereof, neither the Company nor any of its Subsidiaries has made any disclosure to any Governmental Authority or other customer or any prime contractor or higher-tier subcontractor related to any suspected, alleged or possible violation of a Government Contract requirement, any apparent or alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Contract Bid, or any violation of Law or regulation.
(l) Except as set forth on Schedule 3.15(l), neither the Company nor any of its Subsidiaries performs any activities under Current Government Contracts, or has any other relationships with any other Person, that qualify as or could result in all material respects, an “organizational conflict of interest” as defined in Subpart 9.5 of the Federal Acquisition Regulation and agency supplements thereto, or Section 207 of the Weapon Systems Reform Act of 2009.
(m) Within the five (5) year period preceding the date such representations hereof, neither the Company nor any of its Subsidiaries has engaged in or been charged with, or received or been advised in writing, or, to the Knowledge of the Company or any of its Subsidiaries, orally, of any charge, investigation, claim or assertion of, nor has the Company or any of its Subsidiaries nor any of the Principals of the Company or its Subsidiaries as that term is defined in 48 C.F.R. 52.209-5(a)(2), been subject to any criminal indictment, lawsuit, subpoena, civil investigative demand, discovery request, administrative Proceeding, voluntary disclosure, claim, dispute, mediation or arbitration with regard to, any material violation of any requirement pertaining to a Current Government Contract or Government Contract Bid, including material violations of any statutory or regulatory requirements or violations of any Laws relating thereto.
(n) Neither the Company nor any of its Subsidiaries is participating in any pending claim, and, to the Knowledge of the Company, there is no potential claim, under the Contract Disputes Act against or by the United States Government; nor is there any claim against or by any prime contractor, subcontractor or vendor arising under or relating to any Current Government Contract or Government Contract Bid.
(o) All Indirect Cost rates are being billed consistent with DCAA-approved rates or provisional rate agreements.
(p) The Company and certifications were made.each of its Subsidiaries is in compliance with
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Sources: Stock Purchase Agreement (Global Defense & National Security Systems, Inc.)