Government Contracts and Bids. Schedule 3.14(a) lists all: (i) Government Contracts the period of performance of which has not yet expired or terminated or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $500,000 thereunder (the “Current Government Contracts”); (ii) quotations, bids and proposals for awards of new Government Contracts in excess of $500,000 made by the Company for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet be made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company is currently or, to the Company’s Knowledge, is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) in the amount of $500,000 or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.14(a) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. With respect to each such Government Contract Bid, Schedule 3.14(a) accurately lists: (A) the request for proposal (RFP) number or, if such Government Contract Bid is for a task order under a prime contract, the applicable prime contract number; (B) the date of proposal submission; (C) the expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. The Company has made available to the Buyer true and complete copies of all Current Government Contracts and Government Contract Bids in the amount of $500,000 or more, including any and all amendments and other modifications thereto requested by Buyer, except in those cases where the Company is obligated by agreement with third parties and/or by law to withhold information which the third party has identified as proprietary and confidential, in which cases the Company has provided (i) express written notice to the Buyer that it is withholding information pursuant to such obligation, and (ii) the Buyer with such information regarding such Government Contracts and Government Contract Bids that the Company is permitted to disclose, and has provided the Buyer with access to true and correct copies of all documentation related thereto requested by the Buyer. All of the Current Government Contracts were, to the Company’s Knowledge, legally awarded, and are binding on the parties thereto and are in full force and effect. The Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are not, as of the date of this Agreement, 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 no Person has notified the Company that any Government 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.
Appears in 1 contract
Sources: Stock Purchase Agreement (Mantech International Corp)
Government Contracts and Bids. (a) Schedule 3.14(a3.14(a)(i) lists all: (i) Government Contracts the period of performance of which has not yet expired or terminated or 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 ($500,000 thereunder 50,000) (the “Current Government Contracts”); (ii) quotations, bids and proposals for awards of new Government Contracts in excess of $500,000 made by the Company for which no award has been made and for which the Company believes there is a reasonable prospect that such an award to the Company may yet be made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company is currently or, to the Company’s Knowledge, experiencing 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 an amount of Fifty Thousand Dollars ($500,000 50,000) or more by a Governmental EntityAuthority, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.14(a3.14(a)(i) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. Attached to Schedule 3.14(a)(i) is the “contract data sheet” for each Current Government Contract listed on such Schedule 3.14(a)(i). With respect to each such Government Contract Bid, Schedule 3.14(a3.14(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; and (E) the estimated value based on the proposal, if any. The Company has made available delivered to the Buyer true and complete copies of all Current Government Contracts and of all Government Contract Bids in the amount of $500,000 or moreBids, including any and all amendments and other modifications thereto requested by Buyer, except in those cases where the Company is obligated by agreement with third parties and/or by law to withhold information which the third party has identified as proprietary and confidential, in which cases the Company has provided (i) express written notice to the Buyer that it is withholding information pursuant to such obligation, and (ii) the Buyer with such information regarding such Government Contracts and Government Contract Bids that the Company is permitted to disclosethereto, and has provided the Buyer with access to true and correct copies of all documentation related thereto requested by the Buyer. All Except as described in Schedule 3.14(a)(ii), all of the Current Government Contracts were, to the Company’s Knowledge, were legally awarded, and are binding on the parties thereto thereto, and are in full force and effect. The Except as set forth on Schedule 3.14(a)(iii), the Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are not, as of the date of this Agreement, not currently the subject of bid or award protest proceedings, and, to the Company’s Knowledgeknowledge of any Seller Party, 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 proceedings, and no Person has notified the Company in writing that any Government 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 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 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 Government Contracts or Government Contract Bids are premised upon the Company’s small business status, small disadvantaged business status, protégé status, or other preferential status, nor did any Governmental Authority and, to the knowledge of any Seller Party, 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. Each representation and/or certification made by the Company that it was a small business concern and/or was qualified for other preferential status in each of its Government Contracts and Government Contract Bids was current and accurate as of its effective date.
(e) Schedule 3.14(e) lists the Company’s current project charge codes, and with respect to each such charge code, Schedule 3.14(e) accurately lists: (i) the customer’s contract number corresponding to the charge code; (ii) the customer’s order number; (iii) the Company’s internal project charge code number; (iv) the corresponding project name; (v) the end date; (vi) inception to June 30, 2010 funding; (vii) inception to June 30, 2010 revenue received; and (viii) payments due as of thirty (30) days or less prior to the date of this Agreement for work previously performed and billed. Schedule 3.14(e) also indicates the basis for billing with respect to the charge codes that represent fixed price task orders.
(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 price of any Government Contracts, including, without limitation, claims based on actual or alleged defective pricing or actual or alleged violations of price reduction clauses or provisions. There exists no basis for a claim of any Liability of the 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 (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, 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) any other request for a reduction in the price of any Government Contracts, including, without limitation, to claims based on actual or alleged defective pricing.
(g) Except as described in Schedule 3.14(g): (i) the Company has not received any written or 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 or Government Contract Bid, and 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 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 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 Stockholder 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, 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 and Non-procurement Programs. No debarment, suspension or exclusion proceeding has been initiated against the Company, any Affiliate of the Company, the Stockholder 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. 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 Stockholder 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) since its inception, the Company has not undergone and is not currently undergoing any audit, review, 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 relating to any Government Contract, (iii) no such audit, review, 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”), 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), 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 could 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 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, directors, 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, 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 could reasonably be expected to result in (i) a claim against the Company by a Governmental Authority or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Contract Bid, or (ii) a dispute between the Company and a Governmental Authority or any prime contractor, subcontractor, vendor or other third party arising under or relating to any Government Contract or Government Contract Bid.
(s) Except as set forth on Schedule 3.14(s), based upon the Company’s current contract staff and cost st
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Defense Technology & Systems, Inc.)
Government Contracts and Bids. (a) Schedule 3.14(a) lists lists, with respect to the Company and each of its Subsidiaries, all: (i) Government Contracts Contracts, the period of performance of which has not yet expired or terminated or is subject to audit in accordance with its terms or for which final payment has not yet been received and there is a reasonable likelihood of payment or financial liability greater than $500,000 thereunder (the “Current Government Contracts”); and (ii) quotations, bids and proposals for awards of new Government Contracts in excess of $500,000 made by the Company 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 be made (the “Government Contract Bids”); and (iii) Government Contracts pursuant to which the Company is currently or, to the Company’s Knowledge, is reasonably likely to experience cost, schedule, technical or quality problems that could result in claims against the Company (or its successors in interest) in the amount of $500,000 or more by a Governmental Entity, a prime contractor or a higher-tier subcontractor. With respect to each Current Government Contract, Schedule 3.14(a) accurately lists (A) the contract number, (B) the award date and (C) the contract end date. Attached to Schedule 3.14(a) is the “contract data sheet” for each Current Government Contract listed on such Schedule 3.14(a). With respect to each such Government Contract Bid, Schedule 3.14(a) accurately lists: (A) the request for proposal (RFP) number or, if such Government Contract Bid is for a task order under a prime contract, the applicable prime contract number; (B) the date of proposal submission; (C) the expected award date, if known; (D) the estimated period of performance; and (E) the estimated value based on the proposal, if any. The Company has made available delivered to the Buyer Parent true and complete copies of all Current Government Contracts and of all Government Contract Bids in the amount of $500,000 or moreBids, including any and all amendments and other modifications thereto requested by Buyer, except in those cases where the Company is obligated by agreement with third parties and/or by law to withhold information which the third party has identified as proprietary and confidential, in which cases the Company has provided (i) express written notice to the Buyer that it is withholding information pursuant to such obligation, and (ii) the Buyer with such information regarding such Government Contracts and Government Contract Bids that the Company is permitted to disclose, and has provided the Buyer with access to true and correct copies of all documentation related thereto requested by the Buyerthereto. All of the Current Government Contracts were, to the Company’s Knowledge, were legally awarded, and are binding on the parties thereto thereto, and are in full force and effect. The Current Government Contracts (or, where applicable, the prime Government Contracts under which the Current Government Contracts were awarded) are not, as of the date of this Agreement, not currently the subject of bid or award protest proceedingsProceedings, and, and to the Company’s Knowledgeknowledge, 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 Proceedings, and, to the Company’s knowledge, no Person has notified the Company or any of its Subsidiaries in writing that any Government Authority, prime contractor or higher-tier subcontractor under a Government Contract intends to seek (at any time within six (6) months following the Closing) the Company’s or any of its Subsidiaries’ agreement to lower rates under any of the Government Contracts or Government Contract Bids, including, without limitation, including any task order under any Government Contract Bids.
(b) The Company and each of its Subsidiaries has complied in all material respects with the 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. The Company and each of its Subsidiaries has complied in all material respects with 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 (“FAR”), any applicable agency-specific FAR supplement or 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. The representations, certifications and warranties made by the Company and each of its Subsidiaries with respect to the 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 adversely affect in any material respect the evaluation by the Government Authority or other potential customer of the Company’s or any of its Subsidiaries’ 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 Government 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 Company’s knowledge, 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 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 are 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 Government 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 Government Contracts and Government Contract Bids was current and accurate as of its effective date. Except as set forth in Schedule 3.14(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 or any proposal for, or award of, any Contract or task order, delivery order, purchase order or subcontract issued related to any small-business set-aside Contract. Schedule 3.14(d) identifies the set-aside basis and the applicable NAICS codes that apply to the work being provided and shows by period the number of employees and the number of consultants (with a note stating how many of those consultants are former Company Employees).
(e) Schedule 3.14(e) lists the Company’s and its Subsidiaries’ current project charge codes, and with respect to each such charge code, Schedule 3.14(e) accurately lists: (i) the customer’s contract number corresponding to the charge code; (ii) the customer’s order number; (iii) the Company’s or its Subsidiary’s internal project charge code number; (iv) the corresponding project name; (v) the end date; (vi) inception to December 31, 2016 funding; (vii) inception to December 31, 2016 revenue received; and (viii) payments due as of thirty (30) days or less prior to the date of this Agreement for work previously performed and billed. Schedule 3.14(e) also indicates the basis for billing with respect to the charge codes that represent fixed price task orders.
(f) Except as set forth on Schedule 3.14(f), neither the Company nor any of its Subsidiaries has taken any action or is party to any litigation that, to the Company’s knowledge, 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 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. Except as set forth on Schedule 3.14(f), neither the Company nor any of its Subsidiaries has received any written or, to the Company’s knowledge, oral 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 to claims based on actual or alleged defective pricing. Except as set forth on Schedule 3.14(f), neither the Company nor any of its Subsidiaries has, at any time during the five (5) year period preceding the date hereof, conducted or initiated any internal investigation or made a voluntary or involuntary disclosure to any Government 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) any other request for a reduction in the price of any Government Contracts, including to claims based on actual or alleged defective pricing.
(g) Except as described in Schedule 3.14(g), and solely 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 Company’s knowledge, 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, to the Company’s knowledge, threatened and remains unresolved with respect to any Government Contract or Government Contract Bid, and, to the Company’s knowledge, no event, condition or omission has occurred or exists that could reasonably be expected to 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; (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 documents 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 Company’s knowledge, 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 described in Schedule 3.14(h), and solely 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 Company’s knowledge, 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 Government 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 described in Schedule 3.14(i), and solely within the five (5) year period preceding the date hereof: none of the Company, any of its Subsidiaries, the Affiliates of the Company or any of its Subsidiaries, the Stockholders or their respective managers, trustees, directors, officers or employees in connection with the performance of their duties for or on behalf of the Company, any of its Subsidiaries or an Affiliate of the Company or any of its Subsidiaries 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 and Non-procurement Programs. No debarment, suspension or exclusion Proceeding has been initiated against the Company, any of its Subsidiaries, any Affiliate of the Company or any of its Subsidiaries, any of the Stockholders 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, any of its Subsidiaries or any Affiliate of the Company or any of its Subsidiaries. To the Company’s knowledge, no circumstances exist as of the date hereof that could reasonably be expected to result in the institution of suspension or debarment Proceedings against the Company, any of its Subsidiaries, any Affiliate of the Company or any of its Subsidiaries, any of the Stockholders 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, any of its Subsidiaries or any Affiliate of the Company or any of its Subsidiaries.
(j) Except as described in Schedule 3.14(j), and solely 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.
(k) Except for any audit, inspection, investigation or examination of a Government Contract or Government Contract Bid in the ordinary course of 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 solely as it relates to the five (5) year period preceding the date hereof, (i) neither the Company nor any of its Subsidiaries has undergone, 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 neither the Company nor any of its Subsidiaries has undergone, any investigation or review relating to any Government Contract, (iii) no such audit, review, inspection, investigation, survey or examination of records is pending or, to the Company’s knowledge, threatened, (iv) neither the Company nor any of its Subsidiaries has received any official notice in writing 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 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 in any material respect the Company or any of its Subsidiaries.
(l) Except as described in Schedule 3.14(l), and solely within 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 connection with which the Company or any of its Subsidiaries has used any legal counsel, auditor, accountant or investigator. Neither the Company nor any of its Subsidiaries has made any disclosure to any Government 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), neither the Company nor any of its Subsidiaries performs any activities under Current Government Contracts, or has any other rel
Appears in 1 contract
Sources: Merger Agreement (STG Group, Inc.)