Government Contracts and Subcontracts Sample Clauses

Government Contracts and Subcontracts. (a) To the Seller’s and Target’s Knowledge, no material cost incurred by the Target pertaining to any Government Contract has been questioned or challenged by any representative of a Governmental Entity, except as noted in Schedule 3.18(a); and all amounts previously charged or at present carried as chargeable by the Target to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract other than as accrued for in the Historical Information; and no notice has been given of a cost accounting standard noncompliance. (b) Except for the matter referenced in Schedule 3.18(b), to the Seller’s and Target’s Knowledge neither the Target, nor any of its directors, officers or Key Employees is, are, or in the past five (5) years has been under administrative, civil or criminal investigation, or has been under indictment or information by any Governmental Entity or has been the subject of any audit, investigation or action with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. Except as disclosed in Schedule 3.18(b), since its formation, the Target has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Entity with respect to any material alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) To the Seller’s and Target’s Knowledge, there exists no material irregularity, misstatement or omission arising under or relating to any Government Contract that has led during the last five (5) years or could lead to any of the consequences set forth in Section 3.18(b) above, or any other material damage, penalty assessment, recoupment of payment of disallowance of cost. (d) To the Seller’s and Target’s Knowledge there exists: (i) no outstanding material claims against the Target, either by any Governmental Entity or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract; and, there are no facts upon which such a claim may be based in the future; and (ii) no material disputes between the Target and any Governmental Entity under the Contract Disputes Act, the Acquisition Management System (“AMS”) or any other federal statute or regulation; or between the Target and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract; and there are no facts over ...

Government Contracts and Subcontracts. Schedule 3.18(b) of the Disclosure Schedules separately lists and identifies, in each case as of the Effective Date: (i) Each active Government Contract and Government Subcontract identified by contract number, customer and date of award to the extent such information can be provided consistent with national security (true and complete copies of which, including all modifications and amendments thereto, have been provided to FAAC); and (ii) Each active Government Contract and Government Subcontract that was negotiated (or modification thereto was negotiated) based on cost and pricing data that either of the Companies certified as being current, complete and accurate pursuant to the Truth in Negotiations Act (10 U.S.C. § 2306a; 41 U.S.C. § 256b).

Government Contracts and Subcontracts. If a government contract number appears on the face of this order, clauses contained in the Armed Services Procurement Regulations or the Federal Acquisition Regulations which the Government requires be included in subcontracts to which the contractor is a party shall be incorporated in this order by reference. The Seller agrees to execute such additional documents as may be required to satisfy Government requirements.

Government Contracts and Subcontracts. Schedule 3.18(b) separately lists and identifies: (i) Each Government Contract and Government Subcontract on which final payment was received after December 31, 2001 with a contract value in excess of $50,000, identified by contract number, customer and date of award (true and complete copies of which, including all modifications and amendments thereto, have been provided to Buyer); (ii) Each active Government Contract and Government Subcontract with a contract value in excess of $50,000, identified by contract number, customer and date of award (true and complete copies of which, including all modifications and amendments thereto, have been provided to Buyer); (iii) Each Government Contract and Government Subcontract on which final payment was received after December 31, 2001, that was negotiated (or modification thereto was negotiated) based on cost and pricing data that Caliber certified as being current, complete and accurate pursuant to the Truth in Negotiations Act (10 U.S.C. § 2306a; 41 U.S.C. § 256b). (iv) Each active Government Contract and Government Subcontract that was negotiated (or modification thereto was negotiated) based on cost and pricing data that Caliber certified as being current, complete and accurate pursuant to the Truth in Negotiations Act (10 U.S.C. § 2306a; 41 U.S.C. § 256b).

Government Contracts and Subcontracts. (a) Except as set forth in Section 5.20(a) of the Disclosure Schedule, (i) no cost incurred by the Company or the Subsidiary pertaining to any Government Contract has been questioned or challenged by any Governmental Authority or representative thereof, (ii) all amounts previously charged or at present carried as chargeable by the Company and its Subsidiary to any Government Contract have been or will be reasonable, allowable and allocable to each such Government Contract and (iii) no written notice has been given to the Company or the Subsidiary of a cost accounting standard noncompliance. (b) Except as set forth in Section 5.20(b) of the Disclosure Schedule, (i) none of the directors, officers or employees of the Company or its Subsidiary is, or since the Company's inception, has been, under administrative, civil or criminal investigation, or has been under indictment by any Governmental Authority or, has been the subject of any audit, investigation or action with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract, and (ii) since the Company's formation, neither the Company nor its Subsidiary has conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Authority with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract. (c) Except as set forth in Section 5.20(c) of the Disclosure Schedule, there does not exist and has not existed since December 31, 2006 any irregularity, misstatement or omission arising under or relating to any Government Contract of the Company or its Subsidiary that has led or could reasonably be expected to lead, to any of the consequences set forth in Section 5.20(b), or any other material damage, penalty, assessment, recoupment of payment or disallowance of cost. (d) There are (i) no outstanding claims against the Company or the Subsidiary, either by a Governmental Authority or by a prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract and, to the Company's Knowledge, there are no facts or circumstances upon which such a claim may reasonably be based in the future and (ii) no material disputes between the Company or the Subsidiary and any Governmental Authority under the Contract Disputes Act, the Acquisition Management System or any other federal statute or regulation, or between the Company or the Subsidiary ...

Government Contracts and Subcontracts. (a) Schedule 2.21(a) lists each contract currently in force, and each outstanding bid or proposal with respect to a contract between any Company and any Governmental Body (a "Government Contract"), and each contract currently in force, and each outstanding bid or proposal with respect to a subcontract between any Company and a third party relating to a contract between such third party and any Governmental Body (a "Government Subcontract"). SCL has provided Buyers with access to copies of, or written summaries of the non-classified terms of, each Government Contract or Government Subcontract. Each Government Contract and Government Subcontract which any Company received because of its Section 8(a) status (the "Section 8(a) Contracts") or small business size status, and which specifically identifies any Company as having such status, is identified as such on Schedule 2.21(a). (b) With respect to each Government Contract or Government Subcontract, (i) each Company party thereto has complied in all material respects with all terms and conditions of such contracts, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of Law therein (including, without limitation, compliance with the requirements of the Service Contract Act and payment of any required contract fees, industrial funding fees, revenue sharing fees or other fees), except to the extent any such terms and conditions were waived in writing by an authorized contracting officer of the Government Body, (ii) all information, data, representations, statements and certifications as submitted or provided to any Governmental Body by any Company relative to any Government Contract or Government Subcontract were current, complete and accurate in all material respects as of the date submitted by such Company (including invoices, claims or other requests for payments and any certification regarding procurement integrity), (iii) there exists no material breach or default (or event with notice or lapse of time would constitute a material breach or default) on the part of any Company and no Governmental Body or prime contractor, subcontractor or other Person has notified any Company that any Company has breached or violated any Law, certification, representation, clause, provision or requirement pertaining to any such contract, (iv) no Company has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice ...

Government Contracts and Subcontracts. Schedule 3.20(b) separately lists and identifies (the contracts and documents listed in Schedule 3.20(b), the “Scheduled Government Contracts”): (i) Each Government Contract and Government Subcontract on which final payment was received after January 1, 2009, with a contract value in excess of $100,000, identified by the Company Entity that is a party thereto, contract number, customer and date of award (true and complete copies of which, including all modifications and amendments thereto, have been made available to Parent in the electronic data room); (ii) Each Active Government Contract and Active Government Subcontract with a contract value in excess of $100,000, identified by the Company Entity that is a party thereto, contract number, customer and date of award (true and complete copies of which, including all modifications and amendments thereto, have been made available to Parent in the electronic data room, except for those contracts with intelligence agencies for which the Company Entities do not yet have permission from the applicable agency to make available to Parent, but which will be made available promptly upon receipt of such permission, and in any event prior to Closing); (iii) Each Government Contract and Government Subcontract on which final payment was received after January 1, 2006, that was negotiated (or modification thereto was negotiated) based on cost and pricing data pursuant to the Truth in Negotiations Act (10 U.S.C. § 230a; 41 U.S.C.§ 256b); and (iv) Each Active Government Contract and Active Government Subcontract that was negotiated (or modification thereto was negotiated) based on cost and pricing data pursuant to the Truth in Negotiations Act (10 U.S.C. §2306a; 41 U.S.C. §256b).

Government Contracts and Subcontracts. Except as and to the extent reflected or reserved against in the balance sheet dated as of March 31, 1995 included in the Financial Statements, there are no claims, penalties, or causes of action against MDA or any of its Subsidiaries the basis of which is an actual or alleged violation of, or noncompliance with, any applicable law, regulation or order (a) related to a contract between MDA or any of its Subsidiaries and the Canadian or United States Federal government or the province of British Columbia or any other provincial, state or local, or foreign government or any division or agency of any of the foregoing (a "Government Contract"), or (b) related to a contract between MDA or any of its Subsidiaries and any other party which contract renders MDA or any of its Subsidiaries a subcontractor at any tier to a prime contract with the Canadian or the United States Federal government or the province of British Columbia or any other provincial, state or local, or foreign government or any division or agency of any of the foregoing (a "Government Subcontract"). To the knowledge of MDA and its Subsidiaries, there is no basis for a claim, penalty, or cause of action against MDA or any of its Subsidiaries alleging a violation of, or noncompliance with, any applicable law, regulation or order related to any Government Contract or Government Subcontract to which MDA or any of its Subsidiaries is a party, except for such claims, penalties or causes of action as do not, in the aggregate, have a MDA Material Adverse Effect. For purposes of this Section 3.15, claims, penalties, and causes of action alleging a violation of, or noncompliance with, any applicable law, regulation or order include, but are not limited to, those purporting to be based on failure to comply with cost accounting standards, allowable costs, allocation of costs, omissions or errors in disclosure statements, or defective pricing.

Government Contracts and Subcontracts. (a) Schedule 3.22(a) lists each Current Government Contract. For this purpose, a task, purchase or delivery order under a Government Contract or Government Subcontract shall not constitute a separate contract, for purposes of this definition, but shall be part of the Government Contract or Government Subcontract to which it relates. With respect to each such Government Contract or Government Subcontract, Schedule 3.22(a) accurately lists: (i) the contract name; (ii) the award date; (iii) the customer; (iv) the contract end date; (v) the contract ceiling; (vi) the contract’s current funded value; and (vii) as applicable, whether the current Government Contract or Government Subcontract requires by its terms for award the Company’s small business status, small disadvantaged business status, protégé status, or other preferential status. Attached to Schedule 3.22(a) is the “contract data sheet” or similar document maintained by the Company for each Current Government Contract or Government Subcontract listed on Schedule 3.22(a). Sellers do not represent or warrant that the data on the “contract data sheet” or similar document attached to Schedule 3.22(a) is accurate, current or complete. (b) Schedule 3.22(b) lists all Government Bids. A Government Bid: (i) includes any proposal or offer made by the Company but has not resulted in a Government Contract prior to the Closing Date; and (ii) does not include any proposal or offer made by the Company that has been accepted and has resulted in a Government Contract prior to the Closing Date. With respect to each such Government Bid, Schedule 3.22(b) accurately lists: (i) the customer agency and title; (ii) the request for proposal (RFP) or other solicitation number or, if such Government Bid is for a task order under a prime contract, the applicable prime contract number; (iii) the date of proposal submission; (iv) the expected award date, if known; (v) the estimated period of performance; (vi) the estimated value based on the proposal, if any; and (vii) whether such Government Bid is premised on the Company’s small business status, small [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. disadvantaged business status, veteran owned status, protégé status, or other preferential status. The Company has delivered to Buyer or provided access to Buyer true, correct and complete copies of all Government Contracts, Government Subcontracts and Government Bids, and provi...