Company Uses in Government Contracts Clause

Government Contracts from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 11, 2015 by and among: (i) ANADIGICS, INC., a Delaware corporation (the "Company"); (ii) ALOHA HOLDING COMPANY, INC., a Delaware corporation ("Parent"); and (iii) ALOHA ACQUISITION SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Government Contracts. Other than routine inquiries, audits and reconciliations, to the Company's knowledge, no Acquired Company or any of their respective officers, directors, managers, agents, distributors, employees or other Person acting on behalf of any Acquired Company has been (a) under administrative, civil or criminal investigation or indictment by any Governmental Body (except as to routine security investigations), (b) suspended or debarred from doing business with any Governmental Body or any prime contractor or subcontractor of any Governmental Body, or threatened with debarment or suspension by a Governmental Body, or (c) the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Body or any prime contractor or subcontractor of any Governmental Body. To the Company's knowledge, there is no conduct that would reasonably be expected to lead to the imposition of criminal, civil, administrative or contractual liability for fraud, false claims or false certifications or that would warrant a disclosure or external or internal investigation with respect to any noncompliance, irregularity, misstatement or omission arising under or related to any Contract between any Acquired Company, on the one hand, and any Governmental Body or any prime contractor or subcontractor of any Governmental Body, on the other hand. To the Company's knowledge, all such Contracts were legally awarded and, as of the date of this Agreement, no Acquired Company has received any written notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to any such Contract. Each Acquired Company is in material compliance with all applicable national security obligations and security measures required by such Contracts or applicable Legal Requirement and, to the Company's Knowledge, there are no facts or circumstances that would, or would reasonably be expected to, result in the suspension or termination of any security clearances or that would reasonably be expected to render the Company ineligible for such security clearances in the future.

Government Contracts from Agreement and Plan of Merger Among

THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this Agreement), dated as of September 22, 2014, among Sigma-Aldrich Corporation, a Delaware corporation (the Company), Merck KGaA, a German corporation with general partners (Parent) and Mario II Finance Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Sub).

Government Contracts. Except for such matters that would not have a Company Material Adverse Effect, to the Knowledge of the Company, since the Applicable Date and prior to the date hereof: (i) no Government Contract has been terminated by a Governmental Entity for default, (ii) neither the Company, its Subsidiaries nor any of its or their respective representatives has been debarred or suspended from participation in the award of contracts by any Governmental Entity or has been declared nonresponsible or ineligible for Governmental Entity contracting (it being understood that debarment, suspension and nonresponsibility do not include ineligibility to bid for certain contracts due to generally applicable bidding requirements) and (iii) there has not been any civil fraud, criminal act or bribery (in each case as such concept is defined under the state or federal laws of the United States) or any other violation of applicable Law with respect to any Government Contract, by the Company or any of its Subsidiaries or any director, officer, or employee having primary management or supervisory responsibilities of the Company or any of its Subsidiaries. Except for such matters that would not have a Company Material Adverse Effect, to the Knowledge of the Company, (A) as of the date hereof, there are no matters pending that are reasonably likely to lead to the institution of suspension or debarment proceedings against the Company or any of its Subsidiaries and (B) neither the Company nor any Subsidiary has, since the Applicable Date, been terminated for default under any Government Contract, and no cure notice or show cause notice remains unresolved with respect to any Government Contract. For all purposes of this Agreement, Government Contract means any Contract, prime contract, subcontract, teaming agreement, joint venture agreement, basic ordering agreement, blanket purchase agreement, letter agreement, purchase order, delivery order, task order, cooperative agreement, change order, arrangement or other commitment, in each case, to which the Company or any Subsidiary thereof, on the one hand, and (A) a U.S. federal Governmental Entity, (B) any prime contractor to a U.S. federal Governmental Entity or (C) any subcontractor with respect to any contract described in clause (A) or (B), on the other hand, are parties thereto as of the date hereof.

Government Contracts from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of August 26, 2012, is entered into by and among PROJECT DIAMOND HOLDINGS CORPORATION, a Delaware corporation (Parent); PROJECT DIAMOND MERGER CORP., a Delaware corporation and a wholly owned subsidiary of Parent (Sub); and DELTEK, INC., a Delaware corporation (the Company).

Government Contracts. For purposes of this Agreement, Government Contracts means, with respect to or related to the business of the Company, (i) any prime contract, subcontract, letter contract, purchase order or delivery order between the Company or any Affiliate of the Company and any (1) Governmental Entity, (2) any prime contractor performing under a prime Contract with a Governmental Entity, or (3) any subcontractor performing under a prime Contract with any Governmental Entity and (ii) all bids and proposals made by the Company which, if accepted, would lead to any of the foregoing. Except as set forth on Section 3.17 of the Disclosure Schedule, with respect to each Government Contract with an aggregate contract value in excess of $150,000: (i) to the Knowledge of the Company, the Company has complied in all material respects with the terms and conditions of such Government Contract and the requirements of all applicable Laws, (ii) to the Knowledge of the Company, all facts set forth in or acknowledged by the Company or any of its Subsidiaries in any certification, representation or disclosure statement submitted by the Company or any of its Subsidiaries with respect to any Government Contract were current, accurate and complete in all material respects as of the date indicated in such submission or as of such other date as required by the Government Contract, (iii) none of the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, no current employee of the Company or any of its Subsidiaries, has been debarred or suspended from doing business with any Governmental Entity, or threatened with debarment or suspension by any Governmental Entity (or by the relevant contracting official of such entity), or been informed in writing that any actions by the Company or any of its Subsidiaries could result in debarment or suspension by any Governmental Entity, and, to the Knowledge of the Company, no circumstances exist that would warrant the institution of debarment or suspension proceedings against the Company, any of its Subsidiaries or any employee of the Company or any of its Subsidiaries, and (iv) no negative determination of responsibility has been issued or to the Knowledge of the Company, threatened against and provided to the Company or any of its Subsidiaries in writing in connection with any Government Contract.

Government Contracts from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2012 (this "Agreement"), by and among Isabelle Holding Company Inc., a Delaware corporation ("Parent"), Isabelle Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and Interline Brands, Inc., a Delaware corporation (the "Company").

Government Contracts. Except as set forth on Section 3.23 of the Company Disclosure Letter, since December 31, 2009: (i) to the Knowledge of the Company, none of the Company's personnel has been debarred or suspended from doing business with any Governmental Entity; (ii) to the Knowledge of the Company, there have not been any, and there exist no, (1) material outstanding claims against the Company arising under or relating to any Government Contract or Government Bid; (2) criminal allegations under the False Statements Act (18 U.S.C. SS 1001) or the False Claims Act (18 U.S.C. SS 287) or comparable state laws; and (3) material disputes (x) between the Company and any Governmental Entity under the Contract Disputes Act, or any other federal or state law or (y) between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Bid; and (iii) to the Knowledge of the Company, neither the Company nor any of its personnel has been under administrative, civil or criminal investigation, or indictment by any Governmental Entity with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Bid, and the Company has not conducted or initiated any internal investigation or made a disclosure to any Governmental Entity, with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Bid.

Government Contracts from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of May 4, 2012, by and among Ixia, a California corporation (Parent), Emily Acquisition Corp., a Delaware corporation and direct and wholly-owned subsidiary of Parent (Acquisition Subsidiary), Anue Systems, Inc., a Delaware corporation (the Company), and Alexander Pepe, as the initial Representative. Parent, Acquisition Subsidiary, the Company, and the Representative are referred to herein each as a Party and together as the Parties.

Government Contracts. Schedule 2.31 lists all of the agreements, contracts, plans, leases or commitments that the Company or any of its Subsidiaries has entered into with a Government (the Government Contracts) on or after March 1, 2011. None of the Government Contracts will result in warranty obligations in excess of three years from the date hereof. None of the Government Contracts will result in penalties against the Company or any Subsidiary of the Company in excess of Ten Thousand Dollars ($10,000) on an individual basis. Neither the Company nor any of its Subsidiaries has received a cure notice in connection with any Government Contract. None of the Government Contracts have been terminated for default. Neither the Company nor any of its Subsidiaries has been suspended or debarred from contracting by a Government. Neither the Company nor any of its Subsidiaries has received a document subpoena or been the subject of an investigation or enforcement action in connection with a contract involving a Government. Each of the Company and its Subsidiaries are in compliance with the requirements of Executive Order 11246, as amended, and related equal opportunity and affirmative action clauses of its contracts with the U.S Governmental authorities.

Government Contracts from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (this Agreement) is entered into as of March 26, 2012, by and among Bausch & Lomb Incorporated, a New York corporation (the Parent), Inga Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (Merger Sub), and ISTA Pharmaceuticals, Inc., a Delaware corporation (the Company).

Government Contracts. Except as, individually or in the aggregate, has not had, and would not be reasonably likely to have, a Company Material Adverse Effect: (a) no goods or services delivered by the Company or any of its Subsidiaries under any Contract with a Governmental Entity that has not been closed out as of the date of this Agreement (a Government Contract) have been rejected by any Governmental Entity as not complying with Contract specifications or requirements; (b) no money due to the Company or any of its Subsidiaries is being withheld or set off by or on behalf of a Governmental Entity with respect to any Government Contract; (c) each Government Contract was legally awarded, is binding on the parties thereto, and is in full force and effect; (d) the Company and its Subsidiaries are in compliance in all respects with all representations and certifications made to Governmental Entities in response to requests for proposals pursuant to which Government Contracts were awarded; (e) the Company and its Subsidiaries are in compliance in all respects with the provisions of such Government Contracts; and (f) since January 1, 2010, neither the Company nor any of its Subsidiaries has been suspended or debarred from doing business with any Governmental Entity, or been the subject of a finding of non-responsibility or ineligibility for contracting with any Governmental Entity.

Government Contracts from Agreement and Plan of Merger

This Agreement and Plan of Merger (this Agreement), is entered into as of the 3rd day of October 2011, by and among Red Hat, Inc., a Delaware corporation (the Buyer), Matte Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Buyer (the Merger Sub), Gluster, Inc., a Delaware corporation (the Company) and solely with respect to the express references set forth herein, Fortis Advisors LLC, a Delaware limited liability company solely in its capacity as the holder agent (the Holder Agent). Capitalized terms that are used but not otherwise defined in this Agreement shall have the respective meanings ascribed to them in Article VIII of this Agreement.

Government Contracts. Neither the Company nor any of its Subsidiaries has been suspended or debarred from bidding on contracts or subcontracts with any Governmental Entity; no such suspension or debarment has been threatened or initiated; and the consummation of the transactions contemplated by this Agreement will not result in any such suspension or debarment of the Company, any Subsidiary of the Company or Buyer (assuming that no such suspension or debarment will result solely from the identity of Buyer). Neither the Company nor any of its Subsidiaries has been or is now being audited or investigated by the United States Government Accounting Office, the United States Department of Defense or any of its agencies, the Defense Contract Audit Agency, the contracting or auditing function of any Governmental Entity with which it is contracting, the United States Department of Justice, the Inspector General of the United States Governmental Entity, or any prime contractor with a Governmental Entity; nor, to the knowledge of the Company, has any such audit or investigation been threatened. To the knowledge of the Company, there is no valid basis for (i) the suspension or debarment of the Company or any of its Subsidiaries from bidding on contracts or subcontracts with any Governmental Entity or (ii) any claim (including any claim for return of funds to the Government) pursuant to an audit or investigation by any of the entities named in the foregoing sentence. The Company has no agreements, contracts or commitments which require it to obtain or maintain a security clearance with any Governmental Entity.

Government Contracts from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2011 (this Agreement), among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation (Parent), IRIS MERGER SUB INC., a Maryland corporation and a direct wholly owned subsidiary of Parent (Merger Sub), IRIS ACQUISITION SUB LLC, a single member Maryland limited liability company and a direct wholly owned subsidiary of Parent (Merger LLC), and INTEGRAL SYSTEMS, INC., a Maryland corporation (the Company).

Government Contracts. Except as set forth on Section 3.21 of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect with respect to the Company, with respect to each Contract, bid or proposal between the Company or any of its subsidiaries and any (a) Governmental Entity, including any facilities contract for the use of government-owned facilities or (b) third party relating to a Contract between such third party and any Governmental Entity (each a Government Contract), to the knowledge of the Company, (i) the Company and each of its subsidiaries has complied in all material respects with all terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly by reference, or by operation of Law therein; (ii) the Company and each of its subsidiaries has complied in all material respects with all requirements of all applicable Laws, or agreements pertaining to such Government Contract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct as of their effective dates and the Company and each of its subsidiaries has complied with all such representations and certifications; (iv) neither the U.S. government nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company has materially breached or materially violated any Laws, certification, representation, clause, provision or requirement pertaining to such Government Contract; (v) neither the Company nor any of its subsidiaries has received any written notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (vi) other than in the ordinary course of business, no cost incurred by the Company or any of its subsidiaries pertaining to such Government Contract has been questioned or challenged, is, to the Companys knowledge, the subject of any audit or investigation or has been disallowed by any Governmental Entity; and (vii) no payments due to the Company or any of its subsidiaries pertaining to such Government Contract have been withheld or set off, nor has any written claim been made to withhold or set off money, and the Company and each of its subsidiaries is entitled to all progress or other payments received with respect thereto.

Government Contracts from Agreement and Plan of Merger Among

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2011 (this "Agreement"), among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation ("Parent"), IRIS MERGER SUB INC., a Maryland corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), IRIS ACQUISITION SUB LLC, a single member Maryland limited liability company and a direct wholly owned subsidiary of Parent ("Merger LLC"), and INTEGRAL SYSTEMS, INC., a Maryland corporation (the "Company").

Government Contracts. Except as set forth on Section 3.21 of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect with respect to the Company, with respect to each Contract, bid or proposal between the Company or any of its subsidiaries and any (a) Governmental Entity, including any facilities contract for the use of government-owned facilities or (b) third party relating to a Contract between such third party and any Governmental Entity (each a "Government Contract"), to the knowledge of the Company, (i) the Company and each of its subsidiaries has complied in all material respects with all terms and conditions of such Government Contract, including all clauses, provisions and requirements incorporated expressly by reference, or by operation of Law therein; (ii) the Company and each of its subsidiaries has complied in all material respects with all requirements of all applicable Laws, or agreements pertaining to such Government Contract; (iii) all representations and certifications executed, acknowledged or set forth in or pertaining to such Government Contract were complete and correct as of their effective dates and the Company and each of its subsidiaries has complied with all such representations and certifications; (iv) neither the U.S. government nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing, that the Company has materially breached or materially violated any Laws, certification, representation, clause, provision or requirement pertaining to such Government Contract; (v) neither the Company nor any of its subsidiaries has received any written notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract; (vi) other than in the ordinary course of business, no cost incurred by the Company or any of its subsidiaries pertaining to such Government Contract has been questioned or challenged, is, to the Company's knowledge, the subject of any audit or investigation or has been disallowed by any Governmental Entity; and (vii) no payments due to the Company or any of its subsidiaries pertaining to such Government Contract have been withheld or set off, nor has any written claim been made to withhold or set off money, and the Company and each of its subsidiaries is entitled to all progress or other payments received with respect thereto.

Government Contracts from Agreement and Plan of Merger

THIS AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into as of September 1, 2010 by and among Taleo Corporation, a Delaware corporation (Parent), Cajun Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (Sub), Learn.com, Inc., a Delaware corporation (the Company), and with respect to ARTICLE VII, ARTICLE VIII and ARTICLE IX hereof only, James Riley, not in his individual capacity but solely as stockholder representative (the Stockholder Representative), and U.S. Bank National Association as escrow agent.

Government Contracts. Except as set forth in Section 2.28(a) of the Company Disclosure Schedule. (i) to the Companys Knowledge, no Company Employee is or during the last three (3) years has been (except as to routine security investigations) under administrative, civil or criminal investigation, indictment or information by a Governmental Entity that would affect the business of the Company; (ii) there is no pending audit or investigation by any Governmental Entity of the Company, its Subsidiaries, or, to the Companys Knowledge, any Employee that would affect the business of the Company; (iii) no voluntary disclosure has been made with respect to any Government Contract; (iv) neither the Company, its Subsidiaries, nor, to the Companys Knowledge, any Employees, has made any intentional misstatement or omission in connection with any Government Contract; (v) there are no disputes between the Company or its Subsidiaries and a Governmental Entity under the Contract Disputes Act or any other federal statute or between the Company or its Subsidiaries and any third party, arising under or relating to any such Government Contract; (vi) neither the Company, its Subsidiaries, nor, to the Companys Knowledge, any Employee is, or during the last five years has been, suspended or debarred from doing business with a Governmental Entity or is, or during such period was, the subject of a finding of non-responsibility or ineligibility for contracting with a Governmental Entity; (vii) neither the Company, its Subsidiaries, nor, to the Companys Knowledge, any Employee, has received written notice of a termination for default or convenience, cure notice, or show cause notice from any Governmental Entity; (viii) all representations, certifications, and warranties made by the Company, its Subsidiaries, or, to the Companys Knowledge, any Employee, in connection with any Government Contract, were accurate in all material respects as of their effective date, and the Company, its Subsidiaries, and, to the Companys Knowledge, Employees, have complied in all material respects with all such representations, certifications and warranties; (ix) the Company, its Subsidiaries, and, to the Companys Knowledge, Employees, have complied in all material respects with all terms and conditions of any Government Contract; (x) neither the Company nor its Subsidiaries have ever been granted, by any Governmental Entity, a Facility Security Clearance or other permission to engage in classified work; (xi) the Company and its Subsidiaries have established and maintain a compliance program that is commensurate with the requirements outlined in the Federal Acquisition Regulations, Defense Federal Acquisition Regulations Supplement, or, as applicable, other agency supplements and have provided appropriate Government Contract-related training to its Employees.