Material Government Contracts. Schedule 5 lists all Material Government Contracts to which the Borrower or any of its Subsidiaries is a party on the date hereof.
Material Government Contracts. (i) No Loan Party is party to any Material Government Contract except for Material Government Contracts identified on Schedule 8.15 (as such schedule may be updated from time to time after the Closing Date to reflect (x) the addition of any new Material Government Contracts entered into after the Closing Date and (y) the deletion of any Material Government Contracts upon the expiration or termination thereof after the Closing Date or if any scheduled Government Contract is no longer a Material Government Contract). In the event that any Loan Party shall at any time after the Closing Date become a party to any Material Government Contract, such Loan Party shall promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent (A) a copy of such Material Government Contract and (B) a duly executed and completed Instrument of Assignment and Notice of Assignment with respect to such Material Government Contract. In addition, in the event that any Material Government Contract is terminated or amended in any manner materially adverse to the Company and its Subsidiaries, the Loan Parties shall promptly (and in any event within five (5) Business Days) notify the Administrative Agent thereof in accordance with Section 9.6(b)(ii).
Material Government Contracts. (a) Exhibit D-1 lists all Material Government Contracts to which such Grantor is a party as of the date hereof. Such Grantor has executed and delivered to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3, with respect to each of its Material Government Contracts with the Federal Government.
Material Government Contracts. (a) Each Grantor will promptly amend and supplement Exhibit D-1 to include each Material Government Contract entered into by it after the Closing Date, by delivering to the Collateral Trustee a supplemental schedule of Material Government Contracts. Concurrently therewith, such Grantor will execute and deliver to the Collateral Trustee assignments and notices of assignment, substantially in the forms of Exhibits D-2 and D-3, with respect to each Material Government Contract with the Federal Government listed on such supplemental schedule.
Material Government Contracts. In the case of each Grantor, such Grantor shall, on each date that the Borrower is required to deliver financial statements pursuant to Section 6.1(a) or (b) of the Credit Agreement, provide the Collateral Agent with written notice of any Material Government Contracts entered into since the last date financial statements were delivered pursuant to Section 6.1(a) or (b) of the Credit Agreement (or, with respect to the first such date financial statements are delivered pursuant to such Sections, since the date hereof), such notice to include the identification of any Material CLINs, and within fifteen days of such notice, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 with respect to the assignment of the right of payment in respect of such Material Government Contracts (or, in the case of any Material Government Contract that is an indefinite delivery contract, task or delivery order contract, multiple award schedule contract, blanket purchase agreement, or basic ordering agreement, in respect of any specific individual order for the performance of services or delivery of goods placed under such Material Government Contract to the extent such specific individual order for the performance of services or delivery of goods has a Material CLIN), where applicable, designating a Material Deposit Account as the account in respect of which payment thereof is to be made. Pending receipt of any consent of a Governmental Authority as contemplated by this Section 5.3, each Grantor shall request that the relevant Governmental Authority pay all cash payments made by it in respect of Material Government Contracts to which it is a party into a Material Deposit Account subject to an account control agreement (if any such accounts are then subject to an account control agreement). The relevant Grantor shall use commercially reasonable efforts to obtain the consent of the applicable Governmental Authority party to each such Material Government Contract in respect of the assignment of such claims in respect of any Material CLIN, but any failure to receive such consent shall not constitute a Default.
Material Government Contracts. Except as to actions to be taken by the Collateral Agent, each Lien Grantor represents, warrants and covenants as follows:
Material Government Contracts. (a) To the extent permitted by Law, the Company has delivered or made available to the Parent a correct and complete copy of the top ten (10) Government Contracts in effect as of the date hereof by revenue generated during the twelve (12) month period ended May 31, 2018 and of each other Government Contract which provides for annual payments to the Company and/or any of its Subsidiaries of at least $500,000 (each, a “Material Government Contract”), each of which is listed in Schedule 4.14(a). No Governmental Entity under a Government Contract or any other Person acting on behalf of such Governmental Entity, has notified any Group Company in writing (or, to the knowledge of the Company, orally) of any actual or alleged material violation or breach of any Law, representation, certification, disclosure obligation, contract term, condition, clause, provision or specification. Since May 16, 2016 (i) there has been no material breach of a Government Contract and the representations and certifications submitted in connection with Government Contracts and related bids or proposals were accurate as of their respective effective dates in all material respects; (ii) the invoices and timekeeping records submitted to a customer or auditor in connection with Government Contracts have been accurate in all material respects, and material adjustments, discounts, rebates and reimbursements required under Government Contracts have been promptly credited to the applicable customer and accurately recorded; (iii) no Government Contract has been awarded on the basis of a “small business” or other preferred bidder status or on the basis of the disclosure of cost or comparable pricing data, or includes any obligation regarding a guaranteed pricing or payment on the basis of costs incurred; and (iv) no written notice has been received effecting (or indicating an intent to effect) a termination for convenience of any Material Government Contract or a termination for default of any Government Contract.
Material Government Contracts. In the case of each Grantor, such Grantor shall, on each date that the Borrower is required to deliver financial statements pursuant to Section 6.1(a) of the Credit Agreement, provide the Collateral Agent with written notice of any Material Government Contracts entered into since the last date financial statements were delivered pursuant to Section 6.1(a) of the Credit Agreement (or, with respect to the first such date financial statements are delivered pursuant to such Sections, since the date hereof), and upon written request of the Collateral Agent, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 with respect to the assignment of the right of payment in respect of such Material Government Contracts.
Material Government Contracts. In the case of each Grantor, such Grantor shall, on each date that the Borrower is required to deliver financial statements pursuant to Section 6.1(a) or (b) of the Credit Agreement, provide the Collateral Agent with written notice of any Material Government Contracts entered into since the last date financial statements were delivered pursuant to Section 6.1(a) or (b) of the Credit Agreement (or, with respect to the first such date financial statements are delivered pursuant to such Sections, since the date hereof), and upon written request of the Collateral Agent, deliver to the Collateral Agent such documentation reasonably necessary to comply with the Assignment of Claims Act of 1940 with respect to the assignment of the right of payment in respect of such Material Government Contracts.
Material Government Contracts. SCHEDULE 6.19 sets forth a complete and accurate list of all Material Government Contracts of Holdings and its Subsidiaries in effect as of the Closing Date (except for classified Material Government Contracts which may not be disclosed to third parties pursuant to the express written terms thereof). Other than as set forth in SCHEDULE 6.19, each such Material Government Contract in existence on the Closing Date is, and after giving effect to the consummation of the transactions contemplated by the Loan Documents will be in full force and effect as of the Closing Date in accordance with the terms thereof. Holdings and its Subsidiaries have made available for review by the Administrative Agent a true and complete copy of each Material Government Contract required to be listed on SCHEDULE 6.19 (except for classified Material Government Contracts which may not be disclosed to third parties pursuant to the express written terms thereof). As of the Closing Date, neither Holdings nor any of its Subsidiaries (nor, to the knowledge of Holdings and the Borrower, any other party thereto) is in breach of or in default under any Material Government Contract, except where such breach or default could not reasonably be expected to have a Material Adverse Effect.
